Terms of Service

All WePay users must read and agree to the Terms of Service and Privacy Policy for the country in which they are located. Users of the Apple Pay Web APIs or the Apple Pay Platform must agree to the Apple Pay Terms, too. Use the buttons below to access the documents that apply to you, then download or print them.

WePay is migrating payment processing from Vantiv, LLC and Fifth Third Bank to Paymentech, LLC and JPMorgan Chase Bank, N.A. The WePay Terms of Service - United States dated April 1, 2019 below ("New Terms of Service") will apply to new merchants who are onboarded, and existing merchants that are migrated, to Paymentech, LLC and JPMorgan Chase Bank, N.A. for processing. If you do not agree with the New Terms of Service, you may close your WePay account, and the New Terms of Service will not apply to you. To determine whether your account has been migrated so that the New Terms of Service apply to you, please contact WePay Support. In addition to identifying the new processor and member bank, the New Terms of Service include certain Paymentech, LLC, and JPMorgan Chase Bank, N.A. standard terms. The WePay Terms of Service – United States dated November 1, 2018, shall continue to apply to merchants that process on Vantiv, LLC and Fifth Third Bank and are set forth below following the New Terms of Service.

WePay Terms of Service - United States

Dated: April 1, 2019

These Terms of Service are a legal agreement (this "Agreement") between you ("user," "you" or "your") and WePay, Inc., a Delaware corporation ("WePay," "we," "our" or "us"). WePay is a member of the JPMorgan Chase & Co. family of companies. As used in this Agreement, "Service" refers to WePay's payment processing services, as well as our website, any software, programs, documentation, tools, hardware, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by WePay, directly or indirectly. To use the Service, you must agree to all the terms of this Agreement.

WePay offers the Service exclusively through integrations with third-party websites ("Platforms"). The Platform through which you access the Service might have its own terms of service and privacy policy that apply to you. This Agreement incorporates by reference all policies, notices, and other content that appear on our website at www.wepay.com as well as policies, notices, and other content concerning the Service that appear on the Platform's website (collectively, the "Website").

Basically,

Each WePay user must agree to everything in this Agreement and on the Website.

1. Merchant Relationship with WePay and Others

WePay provides the Service to users ("Merchants") to facilitate receipt by Merchants of payments by card and bank transfer. These transactions are between Merchants and persons who pay them ("Purchasers"). Neither WePay, nor any member of the JPMorgan Chase & Co. family of companies, is a party to these transactions.

For payments by card, WePay initiates the payment process by providing information to Paymentech, LLC, a Delaware limited liability company ("Paymentech"). Paymentech is a subsidiary of JPMorgan Chase Bank, N.A., a national banking association ("Chase"), which is a member of Visa U.S.A., Inc., Visa International ("Visa"), MasterCard International Incorporated ("MasterCard"), American Express Travel Related Services Company Inc. ("American Express"), Chase Pay, or other payment card networks, associations, or companies (collectively, the "Card Networks"). Paymentech in its capacity as an authorized processor of transactions and Chase in its capacity as a member of several Card Networks are referred to collectively as the "Bank". The Bank is obligated to pay Merchants under both (a) the provisions of its agreement with WePay, and (b) the by-laws, operating regulations and all other rules, policies and procedures of the Card Networks as in effect from time to time (the "Card Network Rules"), that make the Bank responsible for settling with you as a Merchant. For payments by bank transfer, WePay initiates the payment process by providing information to the Chase through the National Automated Clearing House ("ACH") in accordance with all applicable laws, regulations and The Electronic Payments Association Operating Rules and Guidelines (the "ACH Rules"), each as in effect from time to time.

Merchants must register for WePay directly or through the Platform. To register, a Merchant provides information, including email address and a self-selected password, in order to create an account ("Account"). You may also be issued access keys that may be used to authorize certain transactions. You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken under them.

WePay or the Platform asks Merchants for additional information to identify each person that opens an Account, such as street address, telephone number, tax identification number (such as Social Security Number), date of birth and beneficial ownership information (where applicable). You agree to provide supplemental documentation upon request (including but not limited to: articles of incorporation, passports, driver's license or a business license). You agree that the identity information provided is complete and accurate to the best of your knowledge and authorize the Platform and WePay, directly or through third parties, to make inquiries or verify that this information is accurate (for example, through social media or third party databases). You specifically authorize WePay and the Platform to obtain your business credit reports from time to time and use them in connection with establishing and maintaining your Account. You agree to promptly notify WePay or the Platform, as applicable, if there are any significant changes to the nature of your business (including changes to any trade name(s)), product lines or services or in the event any person or entity acquires any beneficial ownership interest in you which exceeds twenty-five percent (25%).

You must provide accurate and complete information to WePay and the Platform. Specifically, when you register, you must demonstrate that you can receive email at the email address you provide. If you do not confirm your email address, then (a) fourteen (14) days after you accept your first payment, you will not be able to accept additional payments, and (b) thirty (30) days after you accept your first payment, the Bank will refund to your Purchasers all of the payments you have accepted. In addition, in order to settle the payments you have accepted to your bank account or other payment instrument, you must provide to WePay or the Platform identity and settlement information (such as your bank account details). If you do not provide identity and settlement information, then (a) thirty (30) days after you accept your first payment, you will not be able to accept additional payments, and (b) unless you provide identity and settlement information promptly, the Bank will refund to your Purchasers all of the payments you have accepted. Finally, if at any time WePay or the Platform is unable to verify that the identity information you provided is correct and up-to-date, then, unless you provide verifiable information promptly, (a) WePay will disable your Account so that you cannot accept additional payments, and (b) the Bank will refund to your Purchasers all of the payments that you have accepted but not settled. Neither the Bank, WePay nor the Platform will have any liability to you for your inability to accept payments or for refunds pursuant to this paragraph.

WePay allows individuals, businesses, and non-profit organizations to register for WePay if they are located in one of the 50 United States or the District of Columbia. Residents of Puerto Rico, U.S. territories (such as Guam), and U.S. military bases are not supported. A Merchant must be either a United States citizen, a legal permanent resident of the United States, or a United States business or nonprofit organization having a physical presence in the United States and authorized to conduct business by the state in which it operates. A user who opens an Account must be eighteen (18) years of age or older. You may open an Account for a business or nonprofit organization only if it is legitimate and you have the authority to enter into this Agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by the business or nonprofit organization.

USA PATRIOT ACT: To help prevent the funding of terrorism and money laundering activities, Federal law and internal policies require us to obtain, verify, and record information that identifies each person who opens an account. In order to comply with these requirements, we will ask for your business name, physical address, and government identification number in order to verify your identity.

Basically,

In order to use the Service as a Merchant, you must register with accurate and complete information and update it promptly if there are changes. You must be at least 18 years old and based in the U.S.

2. Purchaser Relationship with WePay and Others

This Agreement also applies to Purchasers. In particular, Secion 9 of this Agreement applies to Purchasers paying by bank transfer and to payment card information updates.

Basically,

This Agreement also applies to Purchasers.

3. Platform Relationship with WePay and Others

WePay offers an application programming interface ("API") to retrieve information from or submit requests to WePay. WePay also offers software development kits ("SDKs") to make API calls and simplify mobile app development. Platforms that use the WePay API or SDKs, the applications that they develop, and the users that these applications serve, are subject to the terms of this Agreement.

WePay grants Platform a limited, worldwide, royalty-free, non-assignable, non-sublicensable and non-exclusive license to use the SDKs solely to develop applications to make use of the Service. Platform may not use the SDKs for any purpose not expressly permitted by this license. Platform may not copy (except for backup purposes, and with all titles, trademark, copyright, and other proprietary and restricted rights notices), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the SDKs or any part of the SDKs. The API and some components of the SDKs may be licensed under an open source software license; use, reproduction and distribution of the API or select components of the SDKs are governed by the terms of that open source software license. The ROAM SDK is owned by ROAM Data, Inc., a Delaware corporation. Use, reproduction and distribution of the ROAM SDK is limited to the foregoing license, and Platform shall not make available or distribute all or any part of the ROAM SDK to any third party by assignment, sublicense or by any other means, or in any way allow any third party access to the ROAM SDK.

WePay or third parties own all legal right, title and interest in and to the API and SDKs, including any Intellectual Property Rights (defined following) that subsist in the API or SDKs. "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. WePay reserves all rights not expressly granted to Platform.

As a developer, Platform must receive permission from and open Accounts for individual Merchants. Platform may not use the WePay API or SDKs to facilitate use of an Account to process payments for goods and services provided by anyone other than the Merchant who owns the Account.

In the event a Merchant receives a chargeback for a payment facilitated by Platform's API or SDK application, WePay or the Platform will collect or attempt to collect those funds from the Merchant in accordance with Section 19, Merchant's Liability for Chargebacks and Section 20, How WePay and the Platform Handle Chargebacks, below. In some cases (such as where Platform violates this Agreement or causes Merchants who use Platform's API or SDK Application to violate this Agreement), Platform may also be held liable for chargebacks associated with payments facilitated through its API or SDK application. If Platform's implementation does not flag "Virtual Terminal" transactions correctly, WePay may hold Platform liable for the difference between the "Fees" (defined in Section 5 below) actually charged to Merchants and the Fees that would have been charged if Platform had flagged "Virtual Terminal" transactions correctly.

If Platform integrates with WePay Link, WePay will issue Platform an access token for each user of Platform's API or SDK application who creates an WePay Account. Platform agrees that access tokens are the property of WePay, and that misuse of access tokens by Platform or its users could cause substantial loss and damage to WePay. If Platform's API or SDK application uses WePay's Tokenization API to facilitate payments for Merchants, the credit card tokens will be associated with the API or SDK application, not the individual Merchant. If Platform has access to "Cardholder Data" (as defined in Section 15 below) for this or any other reason, then Section 15, Cardholder Data Security, applies to Platform.

Platform will obtain the electronic signature of each of its Merchants to this Agreement and share with WePay evidence that Platform obtained it. Platform will plainly disclose to its Merchants all fees charged pursuant to Section 5 below.

Platform will cooperate with WePay to assure that its Merchants comply with all applicable Card Network Rules and ACH Rules. For example, if Platform elects not to provide its Merchants with WePay's standard transaction receipt, Platform will provide a substitute receipt that complies with the applicable Card Network Rules or ACH Rules.

Platform must notify WePay by email to activity-inquiry@wepay.com within seven (7) days if Platform detects transactions processed through WePay that appear either (1) to involve funds derived from illegal activity or to be intended to disguise the ownership, nature, source, location, or control of such funds, (2) to serve no business or apparent lawful purpose, or (3) to involve the use of the Service to facilitate criminal activity.

Basically,

Platforms can use the WePay API to integrate their applications with the Service, subject to important conditions.

4. Limitations on WePay's and Others' Responsibility

Neither WePay nor any other third party makes any representations or guarantees regarding Merchants or Purchasers utilizing the Service. Use of our Service in no way represents any endorsement by WePay or any Card Network, of a user's existence, legitimacy, ability, policies, practices, or beliefs. WePay does not have control of, or liability for, goods or services that are paid for with the Service. Merchant acknowledges and agrees that receipt of Purchaser information via the Service does not indicate that the Purchaser’s payment instrument has sufficient available funds, that a transaction will be authorized or processed, or that the transaction will not later result in a chargeback or reversal.

A charitable organization may use WePay to accept payments as a Merchant. Not all charitable organizations are tax-exempt, and not all contributions to charitable organizations are tax-deductible. Charitable organizations are responsible for correctly classifying themselves and their transactions, issuing any required reports and receipts, and making any required tax or other filings. Contributors are responsible for verifying the status of organizations to which they donate and reporting their donations correctly for tax and other purposes. WePay specifically disclaims any liability in this regard.

If we (or the Platform) sell or otherwise provide you with terminals or other equipment, (1) we (or the Platform) are the equipment reseller, not the manufacturer, (2) we (or the Platform) will give you pricing and any additional terms (including any manufacturer’s warranty) before purchase, and (3) by accepting the equipment, you agree to any related additional terms.

Basically,

It's up to you to decide whether you want to do business with a Merchant, Purchaser, Platform, charitable organization or equipment provider using WePay.

5. Our Fees

Platforms are responsible for setting fees for transaction processing and exceptions processing and disclosing them to their Merchants. Platforms may charge an additional fee for the value-added services they provide. If the Platform does not set fees otherwise, then WePay charges the Platform’s Merchants 2.9% + $0.30 for transaction processing; $15.00 per chargeback (in addition to the amount of the chargeback); $15.00 per ACH return (in addition to the amount of the return); and a $25.00 research fee (if an Account is deemed abandoned under Section 22 below). Merchants must also reimburse WePay for "Payment Network Liabilities" as defined below in Section 8, Our Role and Your Responsibilities. Typically, fees are netted against other funds due to Merchant or debited from the Merchant's bank account or other payment instrument associated with the Merchant’s Account. The Merchant agrees to pay the fees for the Service that are posted from time to time by WePay or by the Platform.

Merchants may increase their prices to include the cost of the Fees and disclose these increases to their Purchasers as a "Service Fee". Merchants may only do this in compliance with the applicable Card Network Rules and ACH Rules.

Subject to the terms of this Agreement, WePay and the Platform reserve the right to change our fees. WePay or the Platform will try, but are not required, to give you 30 days’ notice before the effective date of any change in a fee. By continuing to use the Service, you consent to the change in fees. To withdraw your consent, you must close your Account.

Basically,

You must pay fees for the Service to WePay or the Platform. We and the Platform reserve the right to change our fees at any time.

6. E-Sign Disclosure and Consent

Electronic Delivery

By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide or the Platform in connection with your Account and your use of the Service. Communications include but are not limited to:

  1. agreements and policies, such as this Agreement and our Privacy Policy, including updates thereto;
  2. annual disclosures;
  3. transaction receipts or confirmations;
  4. communication in relation to delinquent accounts (which may also be by phone, and may be made by WePay or by anyone on its behalf, including a third party collection agent);
  5. Account statements and history; and
  6. federal and state tax statements (we may, but are not obligated to, send tax-related information electronically).

We or the Platform will provide these Communications to you by emailing them to you at the primary email address listed in your Account registration, by texting them to you at the primary telephone number listed in your Account registration, by emailing or texting you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Website. We or the Platform may also provide certain Communications (such as federal and state tax statements) by U.S. mail to the street address listed in your Account registration. Communications are considered received by you within 24 hours of the time they are emailed to you, posted to the Website, or mailed to you. You further agree that your electronic signature has the same effect as your manual, physical signature.

Hardware and Software Requirements

In order to access and retain electronic Communications, you will need the following computer hardware and software:

  1. a computer or mobile device with an Internet or mobile connection;
  2. for desktop website-based Communications, a modern web browser that includes 256-bit encryption, such as the current version of Chrome (www.google.com/chrome), Internet Explorer (www.microsoft.com/ie), Mozilla Firefox (www.mozilla.com), or Apple Safari (www.apple.com/safari);
  3. for application-based Communications, a recent device operating system that supports text messaging, downloading, and applications from the Apple App Store or Google Play store, and the most recent versions of Apple Safari or Google Chrome on iOS or Google Chrome for Android OS;
  4. access to your primary email address registered with WePay or the Platform; and
  5. sufficient storage space to save past Communications or an installed printer to print them.

By giving your consent, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Account at a later date.

How to Withdraw Your Consent

You may withdraw your consent to receive Communications electronically by contacting Customer Support, including by writing to "WePay, Inc., 350 Convention Way, Suite 200, Redwood City, CA 94063." If you withdraw your consent to receive Communications electronically, WePay or the Platform may deny your registration for an Account, restrict or close your Account, or charge you additional fees for paper copies.

Requesting Paper Copies of Electronic Communications

If, after you consent to receive Communications electronically, you would like a paper copy of a Communication previously sent to you, you may request a copy within 180 days of the date the Communication was provided to you by contacting Customer Support as described above. We or the Platform will send a paper copy to you by U.S. mail to the street address on file in your Account. You understand and agree that WePay or the Platform may charge you an exceptions fee for each paper copy of a Communication.

Updating Your Contact Information

It is your responsibility to keep your primary email and street address up to date. You understand and agree that if WePay or the Platform sends you a Communication but you do not receive it because your primary email or street address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, WePay or the Platform will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add WePay or the Platform to your email address book so that you will be able to receive the Communications we send to you.

If your email address becomes invalid such that electronic Communications sent to you by WePay or the Platform are returned, then WePay or the Platform may close your Account, and you will not be able to transact any activity using your Account until we receive a valid, functioning primary email address from you.

Basically,

WePay and the Platform will generally communicate with you electronically. Be sure to keep the email and street address in your Account current.

7. Prohibited Activities

By registering as a Merchant, you also confirm that you will not accept payments or use the Service in connection with the activities, items or services set forth below. Please contact activity-inquiry@wepay.com if you have questions about whether these categories apply to you.







Category Activities
Adult Adult sites, content, sexual services, child pornography, bestiality, escort services, mail order brides
Dating services
Massage parlors
Aggregation Payment facilitator to other merchants
Auctions Internet auction, bidding fee auction, penny auction
Cash, stored value, virtual currency Cash or cash equivalent, purchase of gold, silver, platinum, palladium, bullion and/or bars (collectibles are not prohibited)
Digital Wallet, stored value, prepaid companies, prepaid phone cards or phone services, sale of mobile minutes, or quasi cash
Scrip-dispensing terminal
Virtual currency or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world
Debt Bail bond services or bankruptcy lawyers
Credit counseling or repair services; debt elimination, consolidation or reduction services; factoring or liquidators
Credit protection or identity theft protection services
Damages, losses, penalties, or fines of any kind; alimony, child support, or other court-ordered payments
Debt collection; payment for a dishonored check or for an item deemed uncollectible by another merchant
High interest rate non-bank consumer lending, including payday lending and title loans
Loan payments transacted on a credit card
Drug Drugs or drug paraphernalia
Marijuana dispensaries and related products or services
Peptides
Personal enhancement products or nutraceuticals - vitamins, supplements, herbals, weight loss programs
Pseudo pharmaceuticals
Pharmaceuticals, internet pharmacies
Education For profit higher education
Financial services Banks, credit unions, savings and loan associates, unit trusts, mutual funds, foreign exchange, Bureau de Change
Buy here, pay here (in-house financing)
Cash advances
Currency exchanges or dealers
Money transfer, wire transfers, money orders, money transmitters, and check cashing, including merchants required to be registered as money services businesses
Payable through accounts (foreign or domestic)
Gambling, lottery Gambling or betting, including lottery tickets, casino gaming chips, off-track betting, sports forecasting or odds making, fantasy sports, memberships on gambling-related internet sites and wagers at races, contests, sweepstakes, raffles, and offering prizes as an inducement to purchase goods or services
High Risk Astrology and related prediction or forecasting services
Brand damaging
Career placement or advice center merchants
Cyberlockers, file sharing, file storage
Delayed delivery merchants where the good or service is not shipped, delivered, or fulfilled when the card transaction is processed but is to occur at a future date
International card sales greater than 20% of total sales
Lifetime guarantee
Merchants who are known to test or conduct research on animals
Merchants who are known to have labor/working condition issues
Merchants who are involved in developments that involve land acquisition and involuntary resettlement
Merchants who are known to have experienced material community issues (e.g., demonstrations, blockades, security threats)
Merchants whose proceeds may have the potential to impact indigenous peoples
Merchants who have been subject to allegation and impacts related to human rights violations
Money back guarantees exceeding 30 days
Motor vehicle sales
Online help for classes, homework or assignments
Online personal computer technical support
Pawn shop
Private prison operators
Psychic services
Sale of airline, hotel, rental, or other miles or points
Sale of products or services identified by government agencies to have a high likelihood of being fraudulent
Sale of social media activity
Sale or exchange of animals and regulated items such as animal pelts
Shipping or forwarding brokers
Illegal Counterfeit or possibly counterfeit goods, or products that infringe on the intellectual property rights of others
Deceptive, unfair, or predatory practices
Forced child labor/human trafficking, slavery
Hate, violence, racial intolerance, terrorism, the financial exploitation of a crime, or items or activities that encourage, promote, facilitate, or instruct others regarding the same
Unlawful activities, illegal substances or products, or items that encourage, promote, facilitate, or instruct others regarding the same
Investment, real estate Commodity trading or security trading; equities (including stocks, bonds, or any other ownership position in a corporation)
Crowdsourced fundraising for stock or equity
Distressed property sales and marketing; real estate filling
Goods or services to be delivered more than four (4) months in the future, with an intention of gaining return on investment
Mortgage accelerator processors
Timeshares, timeshare resales, and related marketing
Marketing Buyers clubs, membership clubs
Direct marketing - inbound telemarketing
Direct marketing - negative option, renewal, or continuity subscription practices
Direct marketing - travel-related arrangement services
Discount coupon merchants or online sites
Discount medical or dental plans, including discount insurance
Door to door sales
Informercial merchants
Lead generation businesses
Lifetime payments for timeshares, guarantees, and the like
Marketing activities involving "pay only for shipping" and/or "free trial" periods
Multi-level marketing businesses, pyramid sales
Outbound telemarketers and telecom merchants
Rebate or upsell merchants
Militia Cross border military related goods
Militia, armed groups or armed gangs
Political parties Consulates, embassies, missions to the United Nations
Political organizations
Regulated Age restricted products or services, such as alcohol
Firearms, including ammunition
Hookah
Other weapons that are not related to firearms
Tobacco, cigarettes, e-cigarettes
Telecomm Telecommunications, including wireless, cable, satellite, wireline, and ISP
Travel Airlines, including charter air carriers
Cruise lines
Travel agencies or tour operators
Travel industry, including car rental and lodging

In addition, you may not use the Service for:

  • Impersonating any person or entity or falsely claiming an affiliation with any person or entity;
  • Collecting, or attempting to collect, personal information about users or third parties without their consent, or using such information except as necessary to use the Service;
  • Defaming, harassing, abusing, threatening, or defrauding others;
  • Posting, transmitting, or distributing content that is false, misleading, unlawful, obscene, indecent, lewd, pornographic, hateful, abusive, inflammatory, or that violates the rights of others (including rights of publicity or privacy);
  • Damaging, disabling, overburdening, or impairing WePay, including without limitation, using the Service in an automated manner;
  • Interfering with another user's enjoyment of the Service, by any means, including by uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code;
  • Creating an Account that is linked to another Account that has engaged in any of the foregoing activities. WePay may use evidence other than your Account information to determine whether you control an Account in someone else's name, including but not limited to Internet Protocol addresses, common business names, phone numbers, and mailing addresses.

If WePay determines that you have received funds resulting from fraud or a prohibited activity, those funds may be frozen, returned to the Purchaser, or seized.

In addition, if we reasonably suspect that your Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Account, your access to the Service, and any of your transactions with law enforcement.

Basically,

You can't use the Service for anything illegal, inappropriate, or risky. Just be honest and responsible, comply with the laws that apply to you, and we'll get along just fine.

8. Our Role and Your Responsibilities

WePay collects, analyzes and relays information generated in connection with payments between Purchasers and Merchants. You authorize WePay to provide this information to the Bank in order for the Bank to facilitate payments from Purchasers to Merchants through the Card Networks, or the ACH, as applicable. The Bank - and not WePay - actually conducts the settlement of card transactions and ACH transactions to Merchants. WePay does not at any point hold, own or control funds in connection with the Services, nor does WePay transmit money or monetary value. In connection with the Services, WePay does not actually or constructively receive, take possession of or hold any money or monetary value for transmission, and does not advertise, solicit or hold itself out as receiving money for transmission. The Bank is the party with sole responsibility for conducting the settlement of funds between Purchasers and Merchants.

WePay has entered into agreements with the Card Networks and the Bank. You are not a third-party beneficiary of these agreements. Each of the Card Networks is a third-party beneficiary of this Agreement and has beneficiary rights, but not obligations, and may enforce this Agreement against you. Some of the Card Networks may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, we may suspend or terminate your Account.

You acknowledge that, if you receive payments from American Express exceeding the threshold specified by American Express, you will be converted to a direct card acceptance relationship with American Express and, upon conversion, you will be bound by the then-current American Express Card acceptance agreement and American Express will set the discount and other fees payable by you for American Express Card acceptance.

You agree to be bound by the Commercial Entity Agreement set forth in Exhibit A to this Agreement if it applies to you. The Commercial Entity Agreement applies to you if, for example, you receive payments from any Card Network exceeding the threshold specified by that Card Network. By agreeing to this Agreement (by "click through" or otherwise), you also agree to the terms and conditions of the Commercial Entity Agreement, which constitutes a legal binding contract between you, on the one hand, and Paymentech, LLC and JPMorgan Chase Bank, N.A., on the other hand.

Furthermore, you must abide by the applicable Card Network Rules and ACH Rules. For example, where you accept payment cards on your website, you will display each card's logo with equal size and prominence, and you shall not display a preference for, or discriminate against, one card brand over another. If you are using the WePay subscriptions feature, you agree that it is your responsibility to comply with applicable laws, including the Electronic Funds Transfer Act (Regulation E), including by capturing your customers' agreement to be billed on a recurring basis.

Notwithstanding WePay's assistance in understanding the Card Network Rules and ACH Rules, you expressly acknowledge and agree that you are assuming the risk of compliance with all provisions of the Card Network Rules and ACH Rules, regardless of whether you have possession of those provisions. You agree to reimburse us and the Bank for all fines, fees, penalties, liabilities, or other charges or assessments by a Card Network, the ACH or other payment network relating to your actions or your transactions ("Payment Network Liabilities"). The Card Networks make excerpts of their respective Card Network Rules available on their websites (including usa.visa.com, www.mastercard.com, www.americanexpress.com and www.discover.com). Exhibit B to this Agreement sets forth certain specific requirements of the American Express Merchant Regulations, US. We can provide you with excerpted provisions of the ACH Rules upon your request. If applicable, we can provide you with the Chase Merchant Program Requirements for Chase Pay upon your request

Basically,

The Card Network Rules and the ACH Rules impose important obligations on you and on us.

9. Your ACH Payment Authorization

If you are a Merchant or if you are a Purchaser paying by bank transfer, you authorize the Bank to initiate electronic ACH entries to each bank account that you set up on the Website and to initiate adjustments for any transactions credited or debited in error. You agree to be bound by the ACH Rules, and you agree that all ACH transactions that you initiate will comply with all applicable laws. Your authorization will remain in full force and effect until you notify us that you revoke it by contacting Customer Support or by closing your Account. You understand that WePay requires a reasonable time to act on your revocation, not to exceed five (5) business days.

If you are a Merchant, you authorize the Bank to hold, receive, disburse and settle funds on your behalf. Your authorization permits the Bank to generate a paper draft or electronic funds trasnfer to process each payment transaction that you authorize. Subject to this Agreement, you also authorize the Bank to debit or credit any bank account or other payment instrument that you link to your Account, to initiate adjustments for any transactions credited or debited in error, as well as for chargebacks, reversals, or claims in accordance with this Agreement, the Card Network Rules and ACH Rules. If you are a Purchaser paying by credit card and your credit card account number changes or your credit card expiration date changes, we may acquire that information from our financial service providers and update your Account.

WePay may use Plaid, Inc. ("Plaid") to gather your data from financial institutions. When you set up a bank account on the Website and input your online banking credentials for instant verification, you are granting Plaid the right, power and authority to access and transmit your personal and financial information from your financial institution. You agree to your personal and financial information being transferred, stored, and processed by Plaid in accordance with the Plaid Privacy Policy.

Basically,

You authorize us and the Bank to execute financial transactions with the information you provide.

10. Accepted Forms of Payment

The Service supports most domestic credit, debit, prepaid or gift cards with a Visa, MasterCard, American Express or Discover logo. In addition, the Service supports most international cards with these logos. We may add or remove support for certain payment cards at any time without prior notice. We may elect only to process cards that receive an authorization from the applicable issuer. You agree to accept all of the cards issued by Card Networks that the Service supports in accordance with the terms of this Agreement.

The Service also supports payments via ACH from U.S.-based Purchasers with a U.S. bank account to U.S.-based Merchants, if supported by the Platform. We may conduct verification checks on Purchasers to ensure account ownership and sufficient balance, and we may refuse to process payments from Purchasers at our discretion.

The Service supports payments via Apple Pay to Merchants in the U.S., if supported by the Platform. The Apple Pay Web Merchant Terms and Conditions apply, and Merchant agrees to be bound by them.

The Service supports payments via Chase Pay to Merchants in the U.S., if supported by the Platform. The Chase Pay through Platform Provider Merchant Terms & Conditions apply, and Merchant agrees to be bound by them

Basically,

We support most U.S. credit cards and U.S. bank accounts.

11. Sharing Information

We may share some or all of the information about you and your transactions with the Bank, the Card Networks, and our other service providers (and their respective affiliates, agents, subcontractors, and employees), who may use this information to perform their obligations under their agreements with WePay, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose. American Express and other Card Networks may use your name, address, and website address (URL) in any media from time to time. At any time, WePay, the Bank, the Card Networks or our other service providers may conclude that you will not be permitted to use the Service.

You agree that WePay is permitted to contact and share information about you and your Account with the Bank, the Card Networks, other financial institutions, and government agencies. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, (d) for use in connection with their agreement with us, to operate and promote their business, perform analytics and create reports, and for any other lawful business purpose, and (e) to conduct risk management.

Basically,

WePay may share information about you with the Bank, the Card Networks, other financial institutions, and government agencies.

12. Settlement Schedule

The Bank will settle funds to the Merchant's bank account or other payment instrument according to the schedule the Merchant selects (daily, weekly, or monthly). Merchants may request ad-hoc settlement at any time. Regardless of the settlement schedule selected by the Merchant, the Bank will settle funds to the Merchant's bank account or other payment instrument no more than thirty (30) days after funds settle to the Bank, subject to any "Reserve" imposed under Section 13 below. If the Bank cannot transfer the funds to the Merchant's bank account or other payment instrument (due to inaccurate or obsolete bank account information entered by the Merchant, or for any other reason), the Bank may refund the funds to the Purchaser or escheat them pursuant to Section 22 below. Neither the Bank, WePay, Platform, nor the Purchaser will have any liability to Merchant for funds so refunded or escheated.

Settlements to a bank account or other payment instrument may be limited or delayed based on your perceived risk and history with WePay. Should WePay, the Bank or the Platform need to conduct an investigation or resolve any pending dispute related to your Account, the Bank may defer settlement or restrict access to your funds for the entire time it takes us to do so. The Bank may also defer settlement or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity. WePay or the Platform may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order ("Legal Order". WePay or the Platform may instruct the Bank to deliver or hold any funds or any information as required under such Legal Order. Neither WePay, the Bank nor the Platform is responsible for any losses that you may incur as a result of our response or compliance with a Legal Order.

Furthermore, if WePay, Platform or the Bank suspects future chargebacks or disputes as a result of transactions to your Account, the Bank may defer settlement and/or restrict access to your funds until WePay, Platform and the Bank reasonably believe, in their respective sole discretion, that the risk of receiving a chargeback or dispute has passed. All settlements to Merchants are subject to review for risk and compliance purposes and can be delayed or postponed at WePay's, Platform's or the Bank's respective sole discretion.

Basically,

The Bank will settle your funds as soon as possible, taking into consideration your preferences, our perceived risk, and any Legal Orders.

13. Reserve

At any time and from time to time, the Bank may temporarily suspend or delay payments to you and/or require a "Reserve" (defined following) to protect WePay and the Bank against the risks from you using the Service, including chargebacks, refunds, and Payment Network Liabilities (as defined in Section 8 above). A "Reserve" is funds the Bank may withhold from you or require you to pay or obtain from any bank account or other funding source associated with any Account you hold with WePay and which the Bank maintains to protect WePay and the Bank against a risk that we or the Bank reasonably anticipate. We or the Platform will notify you of the amount of any required Reserve, which we and the Bank will determine in good faith. The Bank will hold and control any required Reserve. The Reserve will not bear interest, and the Bank can commingle the Reserve with other funds. You have no interest in any Reserve other than a contingent right to receive any unused funds. The Bank may periodically increase your required Reserve, or return Reserve funds no longer needed to manage your risk. When we and the Bank decide a Reserve is no longer needed, the Bank will return all unused Reserve funds to you. The right to require a Reserve will survive termination of this Agreement. This means that this section will remain in force even if you or we terminate the Agreement.

Basically,

We and the Bank may require a Reserve to ensure that you can cover chargebacks, returns, reversals, and other obligations under this Agreement.

14. Accounts

You are not required to have funds in your Account in order to use the Service. Any funds in your Account will be co-mingled and held by the Bank with other Merchants' funds in one or more pooled accounts at the Bank that are established in the Bank's name for the benefit of you and other users. The Bank has sole discretion over the establishment and maintenance of any pooled account. WePay has no ownership or control, and no right, title or interest in any account in which Merchant funds are held.

The Bank will hold any funds associated with your Account in an account separate from any account used for WePay's corporate funds. WePay will not and cannot use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds that the Bank holds for you. As consideration for using the Service, you irrevocably assign to us or the Bank all rights and legal interests to any interest and/or other earnings or benefits that may accrue or are attributable to the Bank holding your funds in a pooled account.

If your Account is negative for an extended period of time (as defined by WePay in its sole discretion), the Bank may close your Account and we may pursue legal action or other collection efforts.

Basically,

Funds are held by the Bank, not by WePay, until settled to your bank account or other payment instrument.

15. Cardholder Data Security

"Cardholder Data" is information associated with a payment card, such as account number, expiration date, and CVV2. WePay will comply with the Payment Card Industry Data Security Standards ("PCI DSS") to the extent WePay possesses or otherwise stores, processes, or transmits Cardholder Data on your behalf, or to the extent WePay could impact the security of your Cardholder Data environment. WePay is a validated PCI Level 1 Service Provider and so is qualified to handle Cardholder Data in connection with the Service.

If you handle, transmit, or store any Cardholder Data in connection with your use of the WePay Service or the WePay API, you agree to comply at all times with PCI DSS. Further, you agree to certify such compliance and provide documentation in accordance with Card Network Rules, or when asked by WePay to do so. You also agree that you will use only PCI DSS compliant service providers in connection with the storage, processing, or transmission of Cardholder Data.

You are fully responsible for the security of data (including but not limited to Cardholder Data) on your website or otherwise in your possession or control. You agree to comply with all applicable laws, Card Network Rules and ACH Rules in connection with your collection, security and dissemination of any personal, financial, or transaction information.

Basically,

WePay complies with PCI DSS. If you handle or transmit Cardholder Data, you also must comply with PCI DSS.

16. Taxes

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Service. You are solely responsible for collecting, withholding, reporting and remitting any taxes to the appropriate tax authority. WePay is not obligated to, and will not, determine whether taxes apply, or calculate, collect, report or remit any taxes to any tax authority arising from your use of the Service.

WePay or the Bank may have tax reporting responsibilities in connection with the Service. For example, WePay or the Bank will report to the Internal Revenue Service, state and/or local governments on Form 1099 as required by law, your name, address, Tax Identification Number (Employment Identification Number or Social Security Number), the total dollar amount of the payments you receive in a calendar year, and the total dollar amount of the payments you receive for each month in a calendar year.

Basically,

You are responsible for collecting and paying your taxes, not WePay.

17. Customer Service Provided by Merchants

You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfillment, order cancellation by you or the Purchaser, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from WePay. Merchants and Platforms will cooperate with WePay to assure that Purchasers have access to clear customer service information, including an active customer service email address and telephone number.

Basically,

Merchants are responsible for providing an acceptable level of customer service to their Purchasers.

18. Refunds and Returns Provided by Merchants

You agree to process returns of, and provide refunds and adjustments for goods or services through your Account in accordance with this Agreement, the Card Network Rules and the ACH Rules. The Card Network Rules require that you will (a) maintain a fair return, cancellation or adjustment policy, (b) disclose your return or cancellation policy to Purchasers at the time of purchase, (c) not give cash refunds to a Purchaser in connection with a payment card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a payment card sale refund. Your refund policies must be the same for all payment methods. If your Purchaser is dissatisfied with your refund policy, the Purchaser may chargeback the payment.

Basically,

You're responsible for disclosing your refund policy and providing refunds for goods or services purchased through WePay.

19. Merchant's Liability for Chargebacks

The amount of a payment may be charged back to you if (a) it is disputed by a Purchaser, (b) it is reversed for any reason, (c) it was not authorized or we have any reason to believe that the transaction was not authorized, or (d) it is unlawful, suspicious, or in violation of the terms of this Agreement. You are responsible for all chargebacks, whether or not the chargeback complies with the Card Network Rules. You are also responsible if a Purchaser reverses a payment a payment by bank transfer, whether or not the reversal complies with the ACH Rules.

Basically,

You are liable for any chargebacks or reversals of payments you receive.

20. How WePay and the Platform Handle Chargebacks

You owe the Bank and will immediately pay the amount of any chargeback or ACH reversal and any associated fees, fines, or penalties assessed by the Bank, the Card Networks or the ACH. If you do not have sufficient funds in your Account, we and the Bank will have the remedies set forth below in Section 21, Set-off and Collection Rights; Grant of Security Interest. If you have pending chargebacks or reversals, the Bank may delay settlement to you.

Further, if we reasonably believe that a chargeback or reversal is likely with respect to any transaction, the Bank may withhold the amount of the potential chargeback or reversal from payments otherwise due to you under this Agreement until such time that: (a) a chargeback or reversal is assessed due to a Purchaser's complaint, in which case the Bank will retain and refund the funds; (b) the period of time under applicable law or regulation by which the Purchaser may dispute that the transaction has expired; or (c) we determine that a chargeback or reversal on the transaction will not occur.

If we determine that you are incurring an excessive amount of chargebacks or reversals, WePay or the Bank may establish controls or conditions governing your Account, including without limitation, by (a) assessing additional fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated chargebacks, reversals and related fees, (c) delaying settlement, and (d) terminating or suspending the Service or closing your Account.

You agree to assist us and the Platform when requested, at your expense, to investigate any of your transactions processed through the Service. To that end, you permit us and the Platform to share information about a chargeback or reversal with the Purchaser, the Purchaser's financial institution, and your financial institution in order to investigate and/or mediate a chargeback or reversal. We or the Platform will request necessary information from you to contest the chargeback or reversal. If the chargeback or reversal is contested successfully, the Bank will release the reserved funds to you. If a chargeback or reversal dispute is not resolved in your favor by the Card Networks, ACH or issuing bank or you choose not to contest the chargeback or reversal, the Bank may recover the chargeback or reversal amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us and the Platform in a timely manner when investigating a transaction, including providing necessary documentation within seven (7) days of a request, may result in an irreversible chargeback or reversal. We and the Platform reserve the right, upon notice to you, to charge a fee for mediating and/or investigating chargeback and reversal disputes.

Basically,

If you receive a chargeback or ACH reversal, we'll debit your Account or your bank account or other payment instrument for the amount of the chargeback or reversal plus any applicable fees.

21. Set-off and Collection Rights; Grant of Security Interest

The Bank can, without notifying you or making a demand for payment retain, apply or set off any amount owed you by WePay or the Bank or the value of any of your property in the possession of WePay or the Bank, against any amount you owe WePay, the Bank, or our affiliates for any obligation irrespective of whether WePay or the Bank has made any related demand (even if it is unmatured). All fees are deducted first from the transferred or collected funds and thereafter from your Account. If you do not have sufficient funds, the Bank may collect from any funding source associated with your Account, or from any other Account under your control, or from any funding source associated with such other Account, including but not limited to any funds (a) deposited by you, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with WePay. Your failure to pay in full amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys' fees and expenses, collection agency fees, and interest at the lesser of one-and-one-half percent (1-1/2%) per month or the highest rate permitted by law. In its discretion, WePay or the Platform may make appropriate reports to credit reporting agencies and law enforcement authorities and cooperate with them in any resulting investigation or prosecution. You hereby expressly agree that all communication in relation to deliquent accounts will be made by email, by text or by phone, as provided by you to WePay or the Platform. Such communication may be made by WePay or by anyone on its behalf, including but not limited to the Platform or a third party collection agent.

You assign and grant the Bank a security interest in and lien on any and all funds held in your Account and any other funds and credits with the Bank, including without limitation any Reserve under Section 13 above, and also authorize the Bank to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us or the Bank under this Agreement, including without limitation for any reversals of settlements or transfers made to your Account. You will execute any additional documentation required for the Bank to perfect its security interest. You irrevocably assign to the Bank all rights and legal interests to any interest or other earnings that accrue or are attributable to funds subject to this security interest.

Basically,

If you owe us or the Bank money, the Bank may deduct that money from your incoming payments or debit your bank account or other payment instrument.

22. Dormant Accounts

If there is no activity in your Account (such as a payment or settlement) for the period of time set forth in the applicable unclaimed property laws, and you have funds, we or the Platform may notify you by sending an email to your registered email address or a text to your registered telephone number. We or the Platform may also notify you by U.S. mail. If you do not initiate settlement of the funds or respond to the notice within the time period specified in the notice, we may close your Account and escheat your funds (less a processing fee) in accordance with applicable law.

Basically,

If there is no activity in your WePay Account for a long time, we or the Platform will notify you of your options.

23. Statements and Errors

WePay or the Platform will provide a report of activities, including transactions and fees, relating to the Service ("Statement"), which is available for you to examine when it is available online. Neither WePay nor the Platform is responsible for you relying on balance, transaction or related information that is updated or corrected, or the accuracy or timeliness of information supplied by any third party. You agree that the Statements are sufficient for you to inspect and review activity and to identify errors and unauthorized or altered transactions. You will promptly examine your entire Statement once it is available. You will promptly, and no later than 60 calendar days after the Statement date, reconcile your Statement with your bank statements and other receipts from the same period, and notify WePay or the Platform of any: (a) unauthorized transactions, including any claims of such activity or requested adjustments, (b) alterations, errors, discrepancies and irregularities, or (c) discrepancies you identify when reconciling with your bank statements and other receipts. If you do not act in the timeframes above, you agree that you cannot: (i) assert you exercised reasonable care and promptness in reviewing your Statement and identifying errors, (ii) be reimbursed for a "Claim" (as defined in Section 35 below) refused as a result, and (iii) make a Claim or otherwise act against us for a subsequent loss that was preventable or caused by the same wrongdoer's repeated act. You should make archival copies of your Statement data regularly. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data, and (b) reconciling all transaction information that is associated with your Account.

Basically,

WePay or the Platform will provide you with online reports relating to the Service, which you should review and archive regularly. If you notice an error or an unauthorized transaction, you must notify the provider of the reports promptly.

24. Privacy

Your privacy is very important to us. By accepting this Agreement, you confirm that you have read, understood and accepted our Privacy Policy.

Basically,

By accepting this Agreement, you agree to our Privacy Policy.

25. Security

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

If you discover a security-related issue, including any unauthorized use of your access credentials or Account, you will inform us of the issue immediately by contacting the WePay Security Team and the Platform. You also agree not to disclose the issue until WePay and the Platform have addressed it unless otherwise required by law. In the event of any dispute between two or more parties as to Account ownership, WePay or the Platform will be the sole arbiter of such dispute in our respective sole discretion. Our decision (which may include termination or suspension of any Account subject to dispute) will be final and binding on all parties.

Basically,

We take great measures to protect your information. However, that's not always possible. You acknowledge that you provide information at your own risk.

26. Your Right to Terminate

You may terminate this Agreement by closing your Account at any time. When you close your Account, any pending transactions will be cancelled. Any funds that the Bank holds for you at the time of closing, less any applicable fees and other liabilities, will be settled to you in accordance with Section 12, Settlement Schedule, and Section 13 Reserve, above.

Basically,

If you close your Account, the Bank will settle your funds in accordance with this Agreement.

27. Our Right to Terminate

We or the Platform may terminate this Agreement and close your Account for any reason or no reason at any time upon notice to you. We or the Platform may also suspend the Service and instruct the Bank to suspend access to your Account (including the funds in your Account) if you (a) have violated the terms of the WePay's policies, Platform's policies, or this Agreement, (b) pose an unacceptable credit or fraud risk, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.

Basically,

We or the Platform may terminate this Agreement and close your Account for any reason or no reason at any time.

28. Effect of Termination

If your Account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Service, (c) that the license provided under this Agreement shall end, (d) that we and the Platform have the right to delete all of your information and Account data in accordance with our record-keeping policies and applicable law, and (e) that neither WePay nor the Platform shall be liable to you or any third party for any of the foregoing actions. Neither WePay nor the Platform will be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any fees or costs accrued prior to the termination and any other amounts owed by you to us or the Platform as provided in this Agreement.

Basically,

You should understand the consequences of termination of your Account.

29. Your License

WePay grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to accept and receive payments and to manage the funds you so receive.

Unless you separately execute a written agreement with WePay that expressly grants you such permission, you may not, nor may you permit any third party to, do any of the following: (i) access or monitor any material or information on any WePay system using any manual process or robot, spider, scraper, or other automated means; (ii) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from WePay; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) violate the restrictions in any robot exclusion headers on the Service, work around, bypass, or circumvent any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this Agreement. You may not use the Service on a mobile device that is "jail broken" or otherwise modified contrary to the manufacturer's software or hardware guidelines. Your use of the Service may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.

Basically,

WePay grants you a license to electronically access and use the Service to accept and receive payments and to manage the funds you receive. We want you to enjoy the Service, but there are a few things you can't do or ask others to do.

30. WePay's Intellectual Property Rights

The Service is licensed and not sold. WePay reserves all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret and other intellectual property laws. WePay owns the title, copyright and other worldwide intellectual property rights in the Service and all copies of the Service. This Agreement does not grant you any rights to WePay's trademarks or service marks, nor may you remove, obscure, or alter any of WePay's trademarks or service marks included in the Service.

You may choose to, or we may invite you to, submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Feedback"). By submitting Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place WePay under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, WePay does not waive any rights to use similar or related ideas previously known to WePay, or developed by its employees, or obtained from sources other than you.

Basically,

WePay owns all intellectual property rights in the Service, including any comments or ideas submitted by you.

31. Your Representations and Warranties

You represent and warrant to us that: (a) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (b) the name identified by you when you registered is your name or business name under which you sell goods and services; (c) any sales transaction submitted by you will represent a bona fide sale by you; (d) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a Purchaser; (e) you will fulfill all of your obligations to each Purchaser for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Purchaser; (f) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (g) except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; (h) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service; (i) your use of the Service will be in compliance with this Agreement.

Basically,

You promise us that the information you provide is accurate and that you won't misuse the Service.

32. Disclaimer of Warranties by WePay and the Bank

You agree this Agreement is for commercial services and the Uniform Commercial Code does not apply to the Service.

WEPAY AND THE BANK PROVIDE THE SERVICE "AS IS" AND "AS AVAILABLE," AND DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING WARRANTIES OF (A) MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, DEALING OR TRADE USE, AND (B) NON-INFRINGEMENT. WHERE LEGAL REQUIREMENTS IMPOSE AN IMPLIED WARRANTY BY US OR THE BANK, SUCH WARRANTY ENDS 30 DAYS FROM THE DATE THE SERVICE IS FIRST AVAILABLE TO YOU.

WEPAY AND THE BANK DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A PLATFORM OR OTHER THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. NEITHER WEPAY NOR THE BANK WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Basically,

You agree to use the Service at your own risk.

33. Our and the Bank's Liability

Under no circumstances will our and the Bank’s financial liabilities arising out of or related to this Agreement exceed the total fees paid to us under this Agreement (net of Card Network and other third party fees such as interchange, assessments, and Payment Network Liabilities) for the six months prior to the time the liability arose.

WePay and the Bank are only liable for reasonably foreseeable damages directly caused by an act that is within our or the Bank’s respective direct control and are not responsible for your actions, inactions, omissions, delays or failures, or those of third parties.

WePay and the Bank are not liable for any claim of negligence if we and the Bank follow our respective procedures, which you agree constitute our exercise of good faith and ordinary care.

WePay and the Bank are not liable for any fraud or forgery, other than by each of us.

Neither WePay nor the Bank guarantees (a) the security, sequence, timeliness, accuracy or completeness of any service, data or technology, or (b) access to any service or technology.

Basically,

There are limitations to our and the Bank's liability. Read this section carefully.

34. Waiving Special Damages

Neither you nor we nor the Bank shall be liable for any "Special Damages," defined following, regardless of the form of action and even if advised of a possibility of Special Damages. You, we and the Bank hereby waive the right to claim or recover Special Damages. "Special Damages" means indirect, special, incidental, speculative, remote, exemplary, punitive or consequential damages, lost profits, loss of business or goodwill, tax or late payment penalties and damages, including any related to systems or equipment issues, access to any online service, service providers, and problems or delays using the Service. For the avoidance of doubt, Special Damages do not include Payment Liabilities (as defined in Section 8), and such damages shall be deemed direct damage.

Basically,

You, we and the Bank agree not to be liable for Special Damages.

35. Timely Filing of Claims

As used in this Agreement, "Claim" means an actual or potential action, loss, claim, dispute, controversy, damage, demand, liability, garnishment, lien, levy or other order, cost or expense, including Special Damages (as defined in Section 34 above), attorney fees and dispute resolution costs. You must file a Claim in connection with the Service with a tribunal or court of competent jurisdiction within two years of the event that gave rise to the Claim. Failure to do so will mean you have waived that claim against us.

Basically,

You have two years to file a Claim under this Agreement.

36. Indemnification and Holding Harmless

You agree to unconditionally release, indemnify, defend and hold harmless us, the Bank and our respective Related Persons (defined following) for any Claim arising from or related to: (a) us or the Bank providing the Service, or accepting or processing a transaction or instruction from you, your authorized person or on your behalf related to the Service or otherwise consistent with this Agreement, (b) us or the Bank paying a tax, interest or penalty for which you are liable or for which we or the Bank otherwise have no responsibility, (c) us or the Bank taking any action permitted by this Agreement, including defending against a Claim, (d) you breaching this Agreement or a representation or warranty you give, (e) you claiming against a Card Network or payment network relating to the Service or a transaction, (f) you, us or the Bank incurring fees, fines or penalties arising from you breaching legal requirements, Card Network Rules or ACH Rules, (g) you or anyone else using the Service with your access credentials, and (h) a third party claim. "Related Persons" are past, present and future direct and indirect parents and affiliates and any authorized person, director, officer, employee, manager, partner, shareholder, beneficial owners, insurer, service provider, agent or attorney, including all successors, subrogees and assigns.

This indemnification does not apply to any Claim to the extent it is directly caused by our or the Bank’s negligence, recklessness or willful misconduct.

Indemnity obligations in this Agreement remain in force after your Account closes or this Agreement or the Service terminates.

Basically,

You agree to indemnify us and the Bank for certain Claims.

37. Disputes

If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact the Customer Support with any dispute. If we cannot resolve your concerns, we agree to an informal dispute resolution process requiring individual arbitration.

Basically,

If a dispute of any kind arises, we do our best to address your concerns quickly.  If we cannot resolve your issue, we agree to binding individual arbitration.

38. Binding Individual Arbitration

You agree that any Claim related to this Agreement or the Service, including claims regarding the applicability of this arbitration clause, shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association ("AAA"). We or the Bank will select another arbitration forum if the AAA ceases operations.

In the absence of this arbitration clause, you may otherwise have had a right or opportunity to litigate any Claim through a court before a judge or jury and to participate or be represented in litigation filed in court by others (including class actions). You are waiving those rights and any Claim you have must now be resolved through arbitration.

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, 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, on the one hand, and us or the Bank, on the other hand. 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. The prohibition against class action contained in this Section 38 shall be non-severable from the remainder of this Section 38.

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 1-800-778-7879. Any arbitration hearing at which you appear will take place at a location within New York County, New York, New York.

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. sections 1-16. This arbitration agreement applies to all Claims now in existence or that may arise in the future. Nothing in this Agreement shall be construed to prevent any party’s use of (or advancement of any Claims, defenses, or offsets in) bankruptcy or repossession, replevin, judicial foreclosure, or any other prejudgment or provisional remedy relating to any collateral, security, or other property interests for contractual debts now or hereafter owed by either party to the other.

In the event that you, the Bank or WePay are not able to resolve a dispute with American Express, or a claim against WePay, the Bank or any other entity that American Express has a right to join, Exhibit C will apply.

Basically,

You, WePay and the Bank agree to arbitrate all Claims rather than resolve them in court.

39. Governing Law and Venue

The internal laws of the State of New York (without reference to its conflict of laws rules) apply to this Agreement, subject to any modifying "Legal Requirements," defined following. "Legal Requirements" means each applicable law, ordinance, decree, requirement, order, judgment, rule, regulation, directive, circular, interpretive letter, guidance or other official release (or a related interpretation) of a government authority or a regulatory (including self-regulatory) organization to which a party and/or its affiliates is subject, including (a) all applicable anti-money laundering laws, rules and regulations, (b) "Know-Your-Customer" and sanctions laws, rules and regulations, (c) Federal Reserve Board regulations, and (d) tax regulations. All rights and remedies relating to this Agreement, Legal Requirements, the ACH Rules and the Card Network Rules are cumulative and do not exclude any other rights or remedies. The maximum amount of pre- and post-judgment interest in connection with any Claim will be the lower of the prime rate and the rate set by the State of New York.

Disputes relating to the Service will be resolved by an arbitration tribunal or by a court of competent jurisdiction in the State of New York and you agree to submit to this jurisdiction.

This section does not prevent us from starting proceedings in a court or tribunal of any state with jurisdiction, including concurrently in any number of states.

Basically,

This Agreement and any dispute will be governed by New York law and resolved in New York.

40. Waiving Rights to Jury Trial

You and we waive the right to a trial by jury for any matter or Claim relating to this Agreement, the Service or a transaction.

Basically,

You and we waive the right to jury trial.

41. Assigning this Agreement; Change of Control

We must agree in writing before you transfer or assign this Agreement (including by operation of law or merger). Without our consent, such transfer or assignment is void and may result in us immediately terminating the Agreement. Where we do agree, an assignee or transferee is subject to this Agreement and the obligations and liabilities you owed to us before the date it is transferred or assigned.

We must agree in writing before an assignee can continue, assume or assign this Agreement for the benefit of a creditor, custodian, receive, trustee in bankruptcy, debtor in possession, sheriff or court officer, or a person taking charge of your assets or business.

We or the Bank can at any time assign or transfer this Agreement, in whole or in part, or any or all of our respective rights and obligations under this Agreement.

You will give us notice at least 60 calendar days before you sell all or substantially all of your assets, or a person becomes a beneficial owner with more than 50 percent of the combined voting power of your ownership interests, or acquires voting control. You will give us information we request about a major asset sale or ownership change.

Basically,

You need our consent to assign this Agreement, but we and the Bank do not need yours.

42. Third Party Services and Links to Other Websites

You may be offered services, products and promotions provided by third parties and not by WePay. If you decide to use these third party services, you will be responsible for reviewing and understanding the terms and conditions associated with them. You agree that WePay is not responsible for the performance of these services. The Website may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by WePay. You agree that you access any such website at your own risk, and that the site is not governed by the terms and conditions contained in this Agreement. WePay expressly disclaims any liability for these websites. Please remember that when you use a link to go from the Website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our Website, is subject to that website's own rules and policies.

Basically,

You agree that WePay is not responsible for services or websites provided by others.

43. Amendment of Agreement

We have the right to change the terms of this Agreement at any time with notice that we in our sole discretion deem to be reasonable in the circumstances, including posting the revised Agreement on our Website. Any use of the Service after such notice or posting shall constitute your acceptance of this Agreement as modified.

Basically,

WePay has the right to change this Agreement at any time.

44. Force Majeure

Neither we nor the Bank are liable to you for not carrying out, or delaying performance of, any actions caused by an act of God, a government authority, any Card Network, the ACH, a Legal Requirement, a catastrophe, war or terrorism, civil or labor disturbance, fire, flood, other natural disaster, or any other cause beyond our reasonable control.

Basically,

We and the Bank are not responsible for events beyond our control.

45. Other Provisions

Except as expressly provided in this Agreement, these terms are a complete statement of the agreement between you and WePay, and they describe the entire liability of WePay and the Bank and your exclusive remedy with respect to your access and use of the Service. In the event of a conflict between this Agreement and any other WePay agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. Headings and summaries are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that WePay may have under trade secret, copyright, patent or other laws. WePay's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

Basically,

This Agreement is a complete statement of the agreement between you and WePay.

46. Survival

Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect in accordance with its terms upon the termination of this Agreement.

Basically,

Upon termination of this Agreement, certain sections of it will remain in effect.

Exhibit A: Commercial Entity Agreement

This Commercial Entity Agreement (this "Agreement") applies to all merchants that (a) use WePay, Inc.'s ("WePay") service (the "Service") for the acceptance of credit or debit card payments; and (b) are considered "Commercial Entities" as defined by Visa, Inc. and MasterCard International, Inc. (collectively, the "Card Networks"). Contingent and effective upon being considered a Commercial Entity, the merchant ("Merchant") is entering into this Agreement with JPMorgan Chase Bank, N.A. (the "Member"), and Paymentech, LLC ("Paymentech"), to govern the authorization, conveyance and settlement of Transactions utilizing the Service. By agreeing to the WePay Terms of Service to which this Agreement is an exhibit (by "click through" agreement or otherwise), Merchant is fulfilling the Card Network Rules requiring a direct contractual relationship between the Member and Merchant, and Merchant is agreeing to comply with Card Network Rules as they pertain to payments Merchant receives through WePay. Certain capitalized terms are defined in Section 12 below. Capitalized terms not otherwise defined herein have the respective meanings given them in the WePay Terms of Service. Paymentech shall be a third-party beneficiary of, and may enforce any provisions of, or cease providing credit card processing services under, the WePay Terms of Service between Merchant and WePay.

  1. MERCHANT'S ACCEPTANCE OF PAYMENT CARDS

    1.1   Payment Card Acceptance Policies and Prohibitions.

    Merchant shall be provided guidelines which prescribe:
    1. accept all categories of Visa and MasterCard Payment Cards,
    2. honor all foreign bank-issued Visa or MasterCard Payment Cards; and
    3. provide the Purchaser with a Transaction Receipt for each Transaction. All Transaction Receipts must conform to applicable law and the Card Network Rules.

    Except to the extent permitted by law or the Card Network Rules, Merchant must not:
    1. engage in any practice that unfavorably discriminates against or provides unequal treatment of any Card Network relative to any other Card Network;
    2. set a dollar amount above or below which Merchant refuses to honor otherwise valid Payment Cards;
    3. issue a refund in cash or a cash equivalent (e.g. checks) for any Transaction originally conducted using a Payment Card;
    4. request or use a Payment Card account number for any purpose other than to process a payment for goods or services sold; or
    5. add any tax or surcharge to a Transaction; if any tax or surcharge amount is permitted under the Card Network Rules and applicable law, such amount shall be included in the Transaction amount and shall not be collected separately.

    1.2   Card Network Rules.

    Merchant agrees to comply with:
    1. all applicable Card Network Rules in effect from time to time; and
    2. such other procedures as Paymentech may from time to time prescribe for the creation or transmission of Transactions.

    1.3   Requirements for Certain Transactions.

    Merchant represents, warrants, and covenants that, to the best of its knowledge, each Transaction:
    1. represents payment for or refund of a bona fide sale or lease of the goods, services, or both, which Merchant has the legal right to sell and which is provided by Merchant in the ordinary course of its business;
    2. is not submitted on behalf of a third party;
    3. represents a current obligation of the Purchaser solely for the amount of the Transaction;
    4. does not represent the collection of a dishonored check or the collection or refinancing of an existing debt;
    5. represents goods that have been provided or shipped, or services that have actually been rendered, to the Purchaser;
    6. is free from any material alteration not authorized by the Purchaser;
    7. or the amount thereof, is not subject to any dispute, setoff, or counterclaim;
    8. if such Transaction represents a credit to a Purchaser’s Payment Card, is a refund for a Transaction previously submitted; and
    9. complies with the terms of this Agreement, applicable laws and all applicable Card Network Rules.
  2. AUTHORIZATIONS. Merchant is required to obtain an authorization code through Paymentech for each Transaction. Paymentech reserves the right to refuse to process any Transaction presented by Merchant unless it includes a proper authorization.
  3. REFUND AND ADJUSTMENT POLICIES AND PROCEDURES; PRIVACY POLICIES.

    3.1   Merchant must:
    1. maintain a refund policy (e.g. "NO REFUNDS", "REFUNDS WITH ORIGINAL RECEIPT WITHIN 30 DAYS OF ORIGINAL SALE") in accordance with the Card Network Rules; and
    2. disclose all refund policies to Paymentech and to Merchant’s Purchasers.

    3.2   Policies for Ecommerce Merchants. Merchant must (subject to subsection (c) below):
    1. display the following on each electronic commerce website:
      1. all refund policies;
      2. its Purchaser data privacy policy;
      3. a description of its security capabilities and policy for transmission of Payment Card Information;
      4. the address of Merchant’s fixed place of business (regardless of website or server locations); and
    2. offer its Purchasers a data protection method such as 3-D Secure or Secure Sockets Layer (SSL).
    3. Subsections (a) and (b) of this Section shall apply in the event that Merchant is an Electronic Commerce Merchant (as defined in the Card Network Rules) and such Merchant engages in Electronic Commerce Transactions (as defined under the Card Network Rules).
  4. CHARGEBACKS.

    4.1   Chargeback Reasons. Merchant is liable for all chargebacks.

    4.2   Responding to Chargebacks. If Merchant has reason to dispute or respond to a chargeback, then Merchant must do so by the date provided on the applicable chargeback notice. If Merchant misses the chargeback due date, Paymentech has no obligation to investigate or attempt to obtain a reversal or other adjustment to any chargeback on Merchant’s behalf. Upon receiving a chargeback, Merchant may resubmit the applicable Transaction for a second presentment if permitted by the Card Network Rules.

    4.3   Excessive Chargebacks. If Merchant is receiving an excessive amount of chargebacks, in addition to Paymentech’s other remedies under this Agreement, Paymentech may terminate this Agreement and cease providing processing services.
  5. DISPLAY OF CARD NETWORK MARKS. Merchant is authorized to use the Visa and MasterCard names, logos, or marks only at the point of sale, on Merchant's promotional materials, and on Merchant’s website to indicate that Visa and MasterCard cards are accepted payment methods for the purchase of goods or services from Merchant through its use of the Service.
  6. TERM AND TERMINATION.

    6.1   Term. This Agreement is effective upon the date Merchant becomes a Commercial Entity and continues so long as Merchant uses the Service or until sooner terminated by Merchant or Paymentech. This Agreement will terminate automatically upon any termination or expiration of Merchant's Terms of Service with WePay. This Agreement may be terminated by Paymentech at any time (a) based on a breach of any of Merchant's obligations under this Agreement; (b) based on a breach of any of Merchant's obligations under Merchant's Terms of Service with WePay; or (c) based on the termination of the payment processing relationship between WePay and Paymentech.

    6.2   Post Termination. If this Agreement is terminated by Paymentech, Merchant acknowledges that Paymentech may be required to report Merchant’s business name, and information about its principals, to the Card Networks, and Merchant expressly agrees and consents to such reporting. The termination of this Agreement will not affect either party’s rights or obligations with respect to Transactions submitted prior to termination. Therefore, the provisions governing processing and settlement of Transactions, all related adjustments, fees, and other amounts due from Merchant, and the resolution of any related chargebacks, disputes, or other issues involving Transactions, will continue to apply for all Transactions made prior to termination.
  7. INDEMNIFICATION. Paymentech agrees to indemnify and hold Merchant harmless from and against all losses, liabilities, damages and expenses arising from Paymentech's or Paymentech's employee's gross negligence or willful misconduct in connection with this Agreement. Merchant agrees to indemnify Paymentech, Member, the Card Networks, and their respective affiliates, officers, directors, employees, agents, and sponsoring banks from any losses, liabilities, and damages of any and every kind (including, without limitation, Paymentech’s costs, expenses, and reasonable attorneys’ fees) arising out of:
    1. any breach of any warranty, covenant or agreement or any misrepresentation by Merchant under this Agreement;
    2. Merchant's or its employees' negligence or willful misconduct;
    3. any assessment, fine, or penalty imposed on Paymentech or the Member, and any related loss, cost, or expense incurred by Paymentech or the Member; and
    4. any claim, complaint, or chargeback:
      1. made or claimed by a Purchaser with respect to any Transaction submitted by Merchant, Merchant’s provision of goods and services to Purchasers, or Merchant’s use of the Service;
      2. caused by Merchant’s noncompliance with this Agreement, applicable law, or the Card Network Rules (including, without limitation, any breach of a representation or warranty made by Merchant or Merchant’s failure to comply with PCI-DSS);
      3. resulting from any voluntary or involuntary bankruptcy or insolvency proceeding by or against Merchant; or
      4. related to Paymentech’s reporting of Merchant, or any person owning or controlling Merchant’s business, to the Card Networks for inclusion in one or more databases of terminated or high risk merchants maintained by the Card Networks.
  8. PAYMENT CARD INDUSTRY COMPLIANCE.

    Merchant must not:
    1. disclose Payment Card Information, except:
      1. to select employees, agents, and contractors on a "need to know" basis, solely for the purpose of assisting Merchant in completing a Transaction or otherwise complying with this Agreement; or
      2. as specifically required by PCI-DSS, Card Network Rules, or applicable law;
    2. use Payment Card Information, except:
      1. to complete a Transaction; or
      2. as specifically permitted by this Agreement, PCI-DSS, Card Network Rules, or applicable law; and
    3. sell, transfer, or disclose to third parties any materials that contain Transaction or Payment Card Information in the event of Merchant’s failure, including bankruptcy, insolvency, or other suspension of business operations.

    Merchant must:
    1. comply with the PCI-DSS, Card Network Rules, and all applicable laws relating to the security, storage, and disclosure of Transactions and Payment Card Information;
    2. notify Paymentech immediately if Merchant determines or suspects that Transactions or Payment Card Information have been compromised and assist Paymentech in providing notification to all interested parties as may be required by law or Card Network Rules, or as Paymentech otherwise reasonably deems necessary;
    3. cooperate with any forensic examination or other audit required by the Card Networks,
    4. pay for all costs and expenses related to a forensic examination or other audit required by the Card Networks, Paymentech, or Member (including all of Paymentech’s reasonable attorneys' fees and other costs related to the forensic exam or audit); and
    5. take all actions necessary to achieve and maintain compliance in accordance with the results of, and in the time frame set forth in, a forensic examination or audit report from Paymentech, the Card Networks, or Member.

    Paymentech may:
    1. share Merchant’s financial information, information related to Merchant's Transactions, and other information provided by Merchant with Paymentech's affiliates;
    2. use or disclose information related to Merchant's Transactions:
      1. as necessary to process Merchant's Transactions or otherwise provide the Service and maintain Merchant's account pursuant to this Agreement;
      2. to detect prevent, reduce, or otherwise address fraud, security, or technical issues;
      3. to enhance or improve Paymentech’s products and services generally; or
      4. as required or permitted by the Card Networks or applicable law; and
    3. prepare, use, or share with third parties, aggregated or non-personally identifiable information derived from Transactions of all of Paymentech's customers or specific segments of Paymentech's customers.
  9. DISCLAIMER; LIMITATION OF DAMAGES. Paymentech will, at its own expense, correct any Transaction if errors have been caused by Paymentech or by malfunctions of Paymentech’s processing systems.

    PLEASE READ THIS PROVISION CAREFULLY

    UNDER NO CIRCUMSTANCES WILL PAYMENTECH’S FINANCIAL RESPONSIBILITY FOR ITS FAILURE OF PERFORMANCE UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID TO PAYMENTECH BY MERCHANT UNDER THIS AGREEMENT (NET OF CARD NETWORK FEES, THIRD PARTY FEES, INTERCHANGE, ASSESSMENTS, PENALTIES, AND FINES) FOR THE SIX (6) MONTHS PRIOR TO THE TIME THE LIABILITY AROSE.

    ANY FINES, FEES, PENALTIES OR ASSESSMENTS IMPOSED BY THE CARD NETWORKS RELATED TO MERCHANT’S ACCEPTANCE OF PAYMENT CARDS SHALL NOT BE DEEMED TO BE CONSEQUENTIAL DAMAGES. ALL PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR COMMERCIAL SERVICES. THE UNIFORM COMMERCIAL CODE DOES NOT APPLY AND PAYMENTECH AND MEMBER HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, MADE TO MERCHANT OR ANY OTHER PERSON, REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO SUCH SERVICES.
  10. MISCELLANEOUS

    10.1   Section Headings. The section headings of this Agreement are for convenience only and do not define, limit, or describe the scope or intent of this Agreement.

    10.2   Assignment. Merchant may not transfer or assign this Agreement without the prior written consent of Paymentech. Any transfer or assignment of this Agreement by Merchant, by operation of law, merger, or otherwise, without Paymentech's prior written consent is null and void, and Merchant is fully responsible with respect to all Transactions submitted by the purported assignee/transferee, and for any and all related liabilities, chargebacks, expenses, costs, fines, fees or penalties arising from such Transactions. Subject to Card Network Rules, Paymentech may assign or transfer this Agreement and its rights and obligations hereunder and may delegate its duties hereunder, in whole or in part, to any third party, without notice to or consent of Merchant.

    10.3   Parties; Independent Contractor. No agency, partnership, joint venture or employment relationship is created between Merchant and Member by this Agreement. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party's behalf.

    10.4   Severability. Should any provision of this Agreement be determined to be invalid or unenforceable under any law, rule, or regulation, including any Card Network Rule, such determination will not affect the validity or enforceability of any other provision of this Agreement.

    10.5   Waivers. No term or condition of this Agreement may be waived except pursuant to a written waiver executed by the party against whom such waiver is sought to be enforced.

    10.6   Entire Agreement. This Agreement represents the entire understanding between Merchant and Paymentech with respect to the matters contained herein and supersedes any prior agreements between the parties except for the WePay Terms of Service, which will continue to apply to the extent consistent with this Agreement. Merchant agrees that in entering into this Agreement it has not relied on any statement of Paymentech or its representatives.

    10.7   Notices. Except as otherwise provided in this Agreement, all notices must be given in writing and either hand delivered, mailed first class, postage prepaid, sent via electronic mail transmission, or sent via overnight courier (and will be deemed to be given when so delivered or mailed) to Merchant's legal address, to Paymentech at: Attn: Legal Department, 8181 Communications Pkwy, Plano, Texas 75024, or to such other address as either party may from time to time specify to the other party in writing.

    10.8   Governing Law; Waiver of Right to Contest Jurisdiction; Waiver of Jury Trial; Arbitration. The internal laws of the State of New York (without reference to its conflict of laws rules) apply to this Agreement. Disputes relating to the Service will be resolved by an arbitration tribunal or by a court of competent jurisdiction in the State of New York and Merchant agrees and submits to this jurisdiction.

    Merchant agrees that any Claim related to this Agreement or the Service, including claims regarding the applicability of this arbitration clause, shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association ("AAA"). Paymentech will select another arbitration forum if the AAA ceases operations.

    In the absence of this arbitration clause, Merchant may otherwise have had a right or opportunity to litigate any Claim through a court before a judge or jury and to participate or be represented in litigation filed in court by others (including class actions). Merchant is waiving those rights and any Claim Merchant has must now be resolved through arbitration.

    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, 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 Merchant and Paymentech. 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. The prohibition against class action contained in this Section 10.8 shall be non-severable from the remainder of this Section 10.8.

    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 1-800-778-7879. Any arbitration hearing at which Merchant appears will take place at a location within New York County, New York, New York.

    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. sections 1-16. This arbitration agreement applies to all Claims now in existence or that may arise in the future. Nothing in this Agreement shall be construed to prevent any party's use of (or advancement of any Claims, defenses, or offsets in) bankruptcy or repossession, replevin, judicial foreclosure, or any other prejudgment or provisional remedy relating to any collateral, security, or other property interests for contractual debts now or hereafter owed by either party to the other.

    10.9   Force Majeure. Neither party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of Paymentech’s vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this Section 10.9 will affect or excuse Merchant’s liabilities and obligations for chargebacks, refunds, or unfulfilled goods and services.

    10.10   Amendment. This Agreement may only be amended by Merchant upon mutual written agreement. Paymentech may amend this Agreement at any time via WePay posting a revised version on the WePay Website. The revised version will be effective at the time WePay posts it. You will be considered as having expressly consented to all changes to this Agreement if you continue to use the Service.
  11. SURVIVAL. The rights and obligations under Sections 4, 6.2, 7, 8, 9, 10.9, 11, and 12 will survive the termination of this Agreement, along with any other provision that says it does, or that reasonably should survive.
  12. TERMS USED IN THIS AGREEMENT.

Card Network Rules All bylaws, rules, programs, and regulations, as they exist from time to time, of the Card Networks.
Payment Card An account, or evidence of an account, authorized and established between a Purchaser and a Card Network, or representatives or members of a Card Network, that Merchant accepts from Purchasers as payment for a good or service. Payment Cards include credit and debit cards, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates, and credit accounts.
Payment Card Information Information related to a Purchaser or a Purchaser's Payment Card that is obtained by Merchant from the Purchaser's Payment Card, or from the Purchaser in connection with his or her use of a Payment Card. Such information may include, but is not limited to:
  • the Payment Card account number and expiration date;
  • the Purchaser's name or date of birth;
  • PIN data, security code data (such as CVV2 and CVC2); and
  • and any data read, scanned, imprinted, or otherwise obtained from the Payment Card, whether printed thereon, or magnetically, electronically, or otherwise stored thereon.

For the avoidance of doubt, the data elements that constitute Payment Card Information are treated according to their corresponding meanings as "cardholder data" and "sensitive authentication data" as such terms are used in the then current PCI DSS.
Transaction A transaction conducted between a Purchaser and Merchant utilizing a Payment Card in which consideration is exchanged between the Purchaser and Merchant. Transaction also includes the written or electronic record of a Transaction, including, without limitation, an authorization code or settlement record, which is submitted to Paymentech.
Transaction Receipt An electronic or paper record of a Transaction generated upon completion of a sale or refund, a copy of which is presented to the Purchaser.

Exhibit B: American Express Card Acceptance and Brand Requirements

1. Defined Terms. As used in this Exhibit B, the following capitalized terms have the following respective meanings:

  • "Cardmember" means an individual or entity that has entered into an agreement establishing an American Express Card account, or whose name appears on the American Express Card.
  • "Cardmember Information" means any information about Cardmembers and transactions, including, but not limited to, transaction data, and Cardmember name, addresses, American Express Card numbers, and American Express Card Identification Numbers.
  • "Establishments" means any or all of your and your affiliates' locations, outlets, websites, online networks, and all other methods for selling goods and services including methods that you adopt in the future.
  • "Marks" means names, logos service marks, trademarks, trade names, taglines, or other proprietary designs or designations.
  • "Other Payment Products" means any charge, credit, debit, stored value, prepaid, or smart cards, account access devices, or other payment cards, services, or products other than the American Express Card.

2. American Express Card Acceptance. Merchant must accept the American Express Card as payment for goods and services (other than those goods and services prohibited under Section 7 of the Agreement) sold, or (if applicable) for charitable contributions made, at all of Merchant's Establishments, except as expressly permitted by state statute. Merchant is jointly and severally liable for the obligations of Merchant's Establishments under this Agreement.

3. Treatment of the American Express Brand. Except as expressly permitted by applicable law, Merchant must not:

  • indicate or imply that Merchant prefers, directly or indirectly, any Other Payment Products over the American Express Card,
  • try to dissuade Cardmembers from using the American Express Card,
  • criticize or mischaracterize the American Express Card or any American Express services or programs,
  • try to persuade or prompt Cardmembers to use any Other Payment Products or any other method of payment (e.g., payment by check),
  • impose any restrictions, conditions, disadvantages or fees when the American Express Card is accepted that are not imposed equally on all Other Payment Products, except for electronic funds transfer, or cash and check,
  • suggest or require Cardmembers to waive their right to dispute any transaction,
  • engage in activities that harm our business or the American Express brand (or both),
  • promote any Other Payment Products (except Merchant's own private label card that Merchant issues for use solely at Merchant's Establishments) more actively than Merchant promotes the American Express Card, or
  • convert the currency of the original sale transaction to another currency when requesting authorization or submitting transactions (or both).

4. Treatment of the American Express Brand (US). Merchant may offer discounts or in-kind incentives from Merchant's regular prices for payments in cash, ACH funds transfer, check, debit card or credit/charge card, provided that (to the extent required by applicable law): (i) Merchant clearly and conspicuously discloses the terms of the discount or in-kind incentive to Merchant's customers, (ii) the discount or in-kind incentive is offered to all of Merchant's prospective customers, and (iii) the discount or in-kind incentive does not differentiate on the basis of the issuer or, except as expressly permitted by applicable state statute, Card Network. The offering of discounts or in-kind incentives in compliance with the terms of this paragraph will not constitute a violation of the provisions set forth above in the paragraph titled, "Treatment of the American Express Brand".

5. Treatment of the American Express Marks. Whenever payment methods are communicated to customers, or when customers ask what payments are accepted, Merchant must indicate Merchant's acceptance of the American Express Card and display the American Express Marks as prominently and in the same manner as any Other Payment Products. Merchant must not use the American Express Marks in any way that injures or diminishes the goodwill associated with the Mark, nor in any way (without the prior written consent of American Express) indicate that American Express endorses Merchant's goods or services. Merchant shall only use the American Express Marks as permitted by the Agreement and shall cease using the American Express Marks upon termination of the Agreement.

6. Treatment of American Express Cardmember Information. Any and all Cardmember Information is confidential and the sole property of the American Express Card issuer, American Express or its affiliates. Except as otherwise specified, Merchant must not disclose Cardmember Information, nor use nor store it, other than to facilitate transactions at Merchant's Establishments in accordance with the Agreement.

Exhibit C: Arbitration Agreement (as to Disputes involving American Express) (U.S.)

In the event that Merchant or WePay is not able to resolve a "Claim" (as defined in Section 11 below) against American Express, or a claim against WePay or any other entity that American Express has a right to join, this Exhibit C (this "Arbitration Agreement") explains how Claims may be resolved through arbitration. Merchant or American Express may elect to resolve any Claim by binding individual arbitration. Claims will be decided by a neutral arbitrator. If arbitration is elected by any party, neither Merchant nor WePay nor American Express will have the right to litigate or have a jury trial on that Claim in court. Further, Merchant, WePay, and American Express will not have the right to participate in a class action or in a representative capacity or in a group of persons alleged to be similarly situated pertaining to any Claim subject to arbitration under this Arbitration Agreement. Arbitration procedures are generally simpler than the rules in court. An arbitrator's decisions are final and binding, and the arbitrator's final decision on a Claim generally is enforceable as a court order with very limited review by a court. Other rights Merchant, WePay, or American Express would have in court may also not be available in arbitration.

1. Initiation of Arbitration. Claims may be referred to either JAMS or AAA, as selected by the party electing arbitration. Claims will be resolved pursuant to this Arbitration Agreement and the selected organization's rules in effect when the Claim is filed, except where those rules conflict with this Arbitration Agreement. Contact JAMS or AAA to begin an arbitration or for other information. Claims may be referred to another arbitration organization if all parties agree in writing, if American Express selects the organization and Merchant selects the other within 30 days thereafter or if an arbitrator is appointed pursuant to section 5 of the Federal Arbitration Act, 9 U.S.C. 1-16 (FAA). Any arbitration hearing will take place in the federal judicial district where Merchant's headquarters is located or New York, NY, at Merchant's election.

2. Limitations on Arbitration. If any party elects to resolve a Claim by arbitration, that Claim will be arbitrated on an individual basis. No Claim is to be arbitrated on a class or purported representative basis or on behalf of the general public or other persons allegedly similarly situated. The arbitrator's authority is limited to Claims between Merchant, WePay, and American Express. An arbitration award and any judgment confirming it will apply only to the specific case brought by Merchant, WePay or American Express and cannot be used in any other case except to enforce the award as between Merchant, WePay and American Express. This prohibition is intended to, and does, preclude Merchant from participating in any action by any trade association or other organization against American Express. Notwithstanding any other provision in this Arbitration Agreement, if any portion of these Limitations on Arbitration is found invalid or unenforceable, then the entire Arbitration Agreement (other than this sentence) will not apply, except that Merchant, WePay, and American Express do not waive the right to appeal that decision.

3. Previously Filed Claims/No Waiver. Merchant, WePay, or American Express may elect to arbitrate any Claim that has been filed in court at any time before trial has begun or final judgment has been entered on the Claim. Merchant, WePay, or American Express may choose to delay enforcing or to not exercise rights under this Arbitration Agreement, including the right to elect to arbitrate a claim, without waiving the right to exercise or enforce those rights on any other occasion. For the avoidance of any confusion, and not to limit its scope, this section applies to any class-action lawsuit relating to the "Honor All Cards," "non-discrimination," or "no steering" provisions of the American Express Merchant Regulations, or any similar provisions of any prior American Express Card acceptance agreement, that was filed against American Express prior to the Effective Date of the Arbitration Agreement to the extent that such claims are not already subject to arbitration pursuant to a prior agreement between Merchant and American Express.

4. Arbitrator's Authority. The arbitrator will have the power and authority to award any relief that would have been available in court and that is authorized under this Arbitration Agreement. The arbitrator has no power or authority to alter the Agreement or any of its separate provisions, including this Arbitration Agreement.

5. Split Proceedings for Equitable Relief. Merchant, WePay, or American Express may seek equitable relief in aid of arbitration prior to arbitration on the merits if necessary to preserve the status quo pending completion of the arbitration. This section shall be enforced by any court of competent jurisdiction, and the party seeking enforcement is entitled to seek an award of reasonable attorneys' fees and costs to be paid by the party against whom enforcement is ordered.

6. Small Claims. American Express will not elect arbitration for any Claim Merchant properly files in a small claims court so long as the Claim seeks individual relief only and is pending only in that court.

7. Governing Law/Arbitration Procedures/Entry of Judgment. This Arbitration Agreement is made pursuant to a transaction involving interstate commerce and is governed by the FAA. The arbitrator shall apply New York law and applicable statutes of limitations and honor claims of privilege recognized by law. The arbitrator shall apply the rules of the arbitration organization selected, as applicable to matters relating to evidence and discovery, not federal or any state rules of procedure or evidence, provided that any party may ask the arbitrator to expand discovery by making a written request, to which the other parties will have 15 days to respond before the arbitrator rules on the request. If Merchant's Claim is for $10,000 or less, Merchant may choose whether the arbitration will be conducted solely based on documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing under the rules of the selected arbitration organization. At the timely request of a party, the arbitrator will provide a written opinion explaining his/her award. The arbitrator's decision will be final and binding, except for any rights of appeal provided by the FAA. Judgment on an award rendered by the arbitrator may be entered in any state or federal court in the federal judicial district where Merchant's headquarters or Merchant's assets are located.

8. Confidentiality. The arbitration proceeding and all information submitted, relating to or presented in connection with or during the proceeding, shall be deemed confidential information not to be disclosed to any person not a party to the arbitration. All communications, whether written or oral, made in the course of or in connection with the Claim and its resolution, by or on behalf of any party or by the arbitrator or a mediator, including any arbitration award or judgment related thereto, are confidential and inadmissible for any purpose, including impeachment or estoppel, in any other litigation or proceeding; provided, however, that evidence shall not be rendered inadmissible or non-discoverable solely as a result of its use in the arbitration.

9. Costs of Arbitration Proceedings. Merchant will be responsible for paying Merchant's share of any arbitration fees (including filing, administrative, hearing or other fees), but only up to the amount of the filing fees Merchant would have incurred if Merchant had brought a claim in court. American Express will be responsible for any additional arbitration fees. At Merchant's written request, American Express will consider in good faith making a temporary advance of Merchant's share of any arbitration fees, or paying for the reasonable fees of an expert appointed by the arbitrator for good cause.

10. Additional Arbitration Awards. If the arbitrator rules in Merchant's favor against American Express for an amount greater than any final settlement offer American Express made before arbitration, the arbitrator's award will include: (1) any money to which Merchant is entitled as determined by the arbitrator, but in no case less than $5,000; and (2) any reasonable attorneys' fees, costs and expert and other witness fees incurred by Merchant.

11. Definitions. For purposes of this Exhibit C, "Arbitration Agreement (as to Claims involving American Express) (U.S.)" only, (i) American Express includes its affiliates, licensees, predecessors, successors, or assigns, any purchasers of any receivables, and all agents, directors, and representatives of any of the foregoing, (ii) Merchant includes Merchant's affiliates, licensees, predecessors, successors, or assigns, any purchasers of any receivables and all agents, directors, and representatives of any of the foregoing, and (iii) Claim means any allegation of an entitlement to relief, whether damages, injunctive or any other form of relief, against American Express or against WePay or any other entity that American Express has the right to join, including, a transaction using an American Express product or network or regarding an American Express policy or procedure.

WePay Terms of Service - United States

Dated: November 1, 2018.

These Terms of Service are a legal agreement (this "Agreement") between you ("user," "you" or "your") and WePay, Inc. ("WePay," "we," "our" or "us"). WePay is a member of the JPMorgan Chase & Co. family of companies. As used in this Agreement, "Service" refers to WePay's payment processing services, as well as our website, any software, programs, documentation, tools, hardware, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by WePay, directly or indirectly. To use the Service, you must agree to all the terms of this Agreement.

WePay offers the Service exclusively through integrations with third-party websites ("Platforms"). The Platform through which you access the Service might have its own terms of service and privacy policy that apply to you. This Agreement incorporates by reference all policies, notices, and other content that appear on our website at www.wepay.com as well as policies, notices, and other content concerning the Service that appear on the Platform's website (collectively, the "Website").

Basically,

Each WePay user must agree to everything on this page and the Website.

1. Merchant Relationship with WePay and Others

WePay provides the Service to users ("Merchants") to facilitate receipt by Merchants of payments by card and bank transfer. These transactions are between Merchants and persons who pay them ("Purchasers"). Neither WePay, nor any bank, is a party to these transactions.

For payments by card, WePay initiates the payment process by providing information to a processor that sends it to a bank that is a member of Visa U.S.A., Inc., Visa International ("Visa"), MasterCard International Incorporated ("MasterCard"), American Express Travel Related Services Company Inc. ("American Express"), Chase Pay, or other payment card networks, association, or companies (collectively, the “Networks”). The processor and member bank are referred to collectively as the “Bank”. The Bank is obligated to pay Merchants under both (a) the provisions of its agreement with WePay, and (b) the by-laws, operating regulations and all other rules, policies and procedures of the Networks as in effect from time to time (the “Operating Regulations”), that make the Bank responsible for settling with you as a Merchant. For payments by bank transfer, WePay initiates the payment process by providing information to the Bank through the National Automated Clearing House (“ACH”).

Merchants must register for WePay directly or through the Platform. To register, a Merchant provides information, including email address and a self-selected password, in order to create an account (“Account”). You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken under them.

WePay or the Platform asks Merchants for additional information to identify each person that opens an account, such as street address, telephone number, tax identification number (such as Social Security Number), date of birth and beneficial ownership information (where applicable). You agree to provide supplemental documentation upon request (including but not limited to: articles of incorporation, passports, driver's license or a business license). You agree that the identity information provided is complete and accurate to the best of your knowledge and authorize the Platform and WePay, directly or through third parties, to make inquiries or verify that this information is accurate (for example, through social media or third party databases). You specifically authorize WePay and the Platform to request a consumer report that contains your name and address.

You must provide accurate and complete information to WePay and the Platform. Specifically, when you register for WePay, you must demonstrate that you can receive email at the email address you provide. If you do not confirm your email address, then (a) fourteen (14) days after you accept your first payment, you will not be able to accept additional payments, and (b) thirty (30) days after you accept your first payment, the Bank will refund to your payers all of the payments you have accepted. In addition, in order to settle the payments you have accepted to your bank account or other instrument, you must provide to WePay or the Platform identity and settlement information (such as your bank account details). If you do not provide identity and settlement information, then (a) thirty (30) days after you accept your first payment, you will not be able to accept additional payments, and (b) unless you provide identity and settlement information promptly, the Bank will refund to your payers all of the payments you have accepted. Finally, if at any time WePay or the Platform is unable to verify that the identity information you provided is correct and up-to-date, then, unless you provide verifiable information promptly, (a) WePay will disable your Account so that you cannot accept additional payments, and (b) the Bank will refund to your payers all of the payments that you have accepted but not settled. Neither Bank, WePay nor Platform will have any liability to you for your inability to accept payments or for refunds pursuant to this paragraph.

WePay allows individuals, businesses, and non-profit organizations to register for WePay if they are located in one of the 50 United States or the District of Columbia. Residents of Puerto Rico, U.S. territories (such as Guam), and U.S. military bases are not supported. A Merchant must be either a United States citizen, a legal permanent resident of the United States, or a United States business or nonprofit organization having a physical presence in the United States and authorized to conduct business by the state in which it operates. A user who opens an Account must be eighteen (18) years of age or older. You may open an Account for a business or nonprofit organization only if it is legitimate and you have the authority to enter into this Agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by the business or nonprofit organization.

Each Account must be linked to a verified U.S. bank account.

USA PATRIOT ACT: To help prevent the funding of terrorism and money laundering activities, Federal law and internal policies require us to obtain, verify, and record information that identifies each person who opens an account. In order to comply with these requirements, we will ask for your business name, physical address, and government identification number in order to verify your identity.

Basically,

In order to use the Service as a Merchant, you must register with accurate and complete information. You must be at least 18 years old and based in the US.

2. Purchaser Relationship with WePay and Others

This Agreement also applies to Purchasers. In particular, Secion 9 of this Agreement applies to Purchasers paying by bank transfer.

Basically,

Purchasers don't have to register with WePay, but they have to comply with this Agreement.

3. Platform Relationship with WePay and Others

WePay offers an application programming interface ("API") to retrieve information from or submit requests to WePay. WePay also offers software development kits ("SDKs") to make API calls and simplify mobile app development. Developers who use the WePay API or SDKs, the applications that they develop, and the users that these applications serve, are subject to the terms of this Agreement.

WePay grants you a limited, worldwide, royalty-free, non-assignable, non-sublicenseable and non-exclusive license to use the SDKs solely to develop applications to make use of WePay services. You may not use the SDKs for any purpose not expressly permitted by this license. You may not copy (except for backup purposes, and with all titles, trademark, copyright, and other proprietary and restricted rights notices), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the SDKs or any part of the SDKs. The API and some components of the SDKs may be licensed under an open source software license; use, reproduction and distribution of the API or select components of the SDKs are governed by the terms of that open source software license. The ROAM SDK is owned by ROAM Data, Inc., a Delaware corporation. Use, reproduction and distribution of the ROAM SDK is limited to the foregoing license, and you shall not make available or distribute all or any part of the ROAM SDK to any third party by assignment, sublicense or by any other means, or in any way allow any third party access to the ROAM SDK.

WePay or third parties own all legal right, title and interest in and to the API and SDKs, including any Intellectual Property Rights that subsist in the API or SDKs. "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. WePay reserves all rights not expressly granted to you.

As a developer, you must receive permission from and open Accounts for individual Merchants. You may not use the WePay API or SDKs to facilitate use of an Account to process payments for goods and services provided by anyone other than the Merchant who owns the Account.

In the event a Merchant receives a chargeback for a payment facilitated by your API or SDK application, WePay or the Platform will collect or attempt to collect those funds from the Merchant in accordance with the "Chargebacks" section below. In some cases (such as where you violate this Agreement or cause Merchants who use your API or SDK Application to violate this Agreement), you may also be held liable for chargebacks associated with payments facilitated through your API or SDK application. If your implementation does not flag "Virtual Terminal" transactions correctly, WePay may hold you liable for the difference between the “Fees” (defined in Section 5 below) actually charged to Merchants and the Fees that would have been charged if you had flagged "Virtual Terminal" transactions correctly.

You may charge a fee in addition to WePay's processing fees for the value-add services that you provide ("App Fee"). Your App Fee will be sent to you, and the payment (net of WePay's fees and your App Fee) will be sent to the Merchant for whom you are facilitating the payment.

WePay will issue you an access token for each user of your API or SDK application who creates an WePay Account. You agree that access tokens are the property of WePay, and that misuse of access tokens by you or your users could cause substantial loss and damage to WePay. If your API or SDK application uses WePay's Tokenization API to facilitate payments for Merchants, the credit card tokens will be associated with the API or SDK application, not the individual Merchant. Consequently, as the developer of the API or SDK application, you will be responsible for complying with the Payment Card Industry Data Security Standard ("PCI DSS") with respect to the primary account number and other protected information you collect from users of the API or SDKs application. You will implement appropriate measures to protect the security of the access tokens and credit card tokens, and you will notify WePay promptly if you suspect they have been misappropriated or misused.

As a Platform, you will obtain the electronic signature of each of your Merchants to this Agreement and share with WePay evidence that you obtained it. You will plainly disclose to your Merchants all fees charged pursuant to Section 5 below.

As a Platform, you will cooperate with WePay to assure that your Merchants comply with all Operating Regulations. For example, if you elect not to provide your Merchants with WePay’s standard transaction receipt, you will provide a substitute receipt that complies with the Operating Regulations.

You must notify WePay by email to activity-inquiry@wepay.com within seven (7) days if you detect transactions processed through WePay that appear either (1) to involve funds derived from illegal activity or to be intended to disguise the ownership, nature, source, location, or control of such funds, (2) to serve no business or apparent lawful purpose, or (3) to involve the use of WePay to facilitate criminal activity.

Basically,

Developers can use the WePay API to integrate their applications with the WePay Service, subject to important conditions.

4. Limitations on WePay's and Others' Responsibility

Neither WePay nor any other third party makes any representations or guarantees regarding Merchants or Purchasers utilizing the Service. Use of our Service in no way represents any endorsement by WePay or any Network, of a user's existence, legitimacy, ability, policies, practices, or beliefs. WePay does not have control of, or liability for, goods or services that are paid for with the Service. Merchant acknowledges and agrees that receipt of Purchaser information via the Service does not indicate that the Purchaser’s payment instrument has sufficient available funds, that a transaction will be authorized or processed, or that the transaction will not later result in a chargeback or reversal.

A charitable organization may use WePay to accept payments as a Merchant. Not all charitable organizations are tax-exempt, and not all contributions to charitable organizations are tax-deductible. Charitable organizations are responsible for correctly classifying themselves and their transactions, issuing any required reports and receipts, and making any required tax or other filings. Contributors are responsible for verifying the status of organizations to which they donate and reporting their donations correctly for tax and other purposes. WePay specifically disclaims any liability in this regard.

Basically,

Neither WePay nor any other third party is responsible for the behavior of its users. It's up to you to decide whether you want to do business with a Merchant, Purchaser, or charitable organization using WePay.

5. Our Fees

Platforms are responsible for setting fees for transaction processing and exceptions processing and disclosing them to their Merchants. In addition, Platforms may charge an "App Fee" for the value-added services they provide. If the Platform does not set fees otherwise, then WePay charges the Platform’s Merchants 2.9% + $0.30 for transaction processing; $15.00 per chargeback (in addition to the amount of the chargeback); $15.00 per ACH return (in addition to the amount of the return); and a $25.00 research fee (if an Account is deemed abandoned under Section 23 below). Typically, fees are netted against other funds due to Merchant or debited from the Merchant's bank account or other payment instrument associated with the Merchant’s Account. The Merchant agrees to pay the fees for the Service that are posted from time to time by WePay or by the Platform.

Merchants may increase their prices to include the cost of the Fees and disclose these increases to their Purchasers as a "Service Fee". Merchants may only do this in compliance with the Operating Regulations.

Subject to the terms of this Agreement, WePay and the Platform reserve the right to change our fees. By continuing to use the Service, you consent to the change in fees. To withdraw your consent, you must close your Account.

Basically,

WePay charges fees to use our Service. We reserve the right to change our fees at any time.

6. E-Sign Disclosure and Consent

Electronic Delivery

By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your Account and your use of the Service. Communications include but are not limited to:

  1. agreements and policies, such as this Agreement and our Privacy Policy, including updates thereto;
  2. annual disclosures;
  3. transaction receipts or confirmations;
  4. communication in relation to delinquent accounts (which may also be by phone, and may be made by WePay or by anyone on its behalf, including a third party collection agent);
  5. Account statements and history; and
  6. federal and state tax statements.

We will provide these Communications to you by emailing them to you at the primary email address listed in your Account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Website. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to the Website. You further agree that your electronic signature has the same effect as your manual, physical signature.

Hardware and Software Requirements

In order to access and retain electronic Communications, you will need the following computer hardware and software:

  1. a computer with an Internet connection;
  2. a modern web browser that includes 128-bit encryption, such as the current version of Chrome (www.google.com/chrome), Internet Explorer (www.microsoft.com/ie), Mozilla Firefox (www.mozilla.com), or Apple Safari (www.apple.com/safari);
  3. Adobe Acrobat Reader version 8.0 and above to open documents in PDF format;
  4. a valid email address (your primary email address registered with WePay); and
  5. sufficient storage space to save past Communications or an installed printer to print them.

By giving your consent, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Account at a later date.

How to Withdraw Your Consent

You may withdraw your consent to receive Communications electronically by contacting us through Customer Support, including by writing to us at "WePay, Inc., 350 Convention Way, Suite 200, Redwood City, CA 94063." If you withdraw your consent to receive Communications electronically, WePay may deny your registration for an Account, restrict or close your Account, or charge you additional fees for paper copies.

After you consent to receive Communications electronically, you may withdraw your consent to receive IRS Form 1099-K electronically by contacting us as described above. You will continue to receive all your other Communications electronically, but we will send your Form 1099-Ks to you by U.S. mail.

Requesting Paper Copies of Electronic Communications

If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 180 days of the date we provided the Communication to you by contacting us as described above. We will send your paper copy to you by U.S. mail. In order for us to send you paper copies, you must have a current street address on file in your Account. You understand and agree that WePay may charge you an exceptions fee for each paper copy of a Communication. WePay will not charge a fee if you request a Form 1099-K in paper form.

Updating Your Contact Information

It is your responsibility to keep your primary email address up to date. You understand and agree that if WePay or the Platform sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, WePay or the Platform will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add WePay or the Platform to your email address book so that you will be able to receive the Communications we send to you.

If your email address becomes invalid such that electronic Communications sent to you by WePay or the Platform are returned, then WePay or the Platform may close your account, and you will not be able to transact any activity using your Account until we receive a valid, functioning primary email address from you.

Basically,

WePay and the Platform will communicate with you electronically, unless you opt out. Be sure to keep the email address in your Account current.

7. Prohibited Activities

By registering for WePay as a Merchant, you also confirm that you will not accept payments or use the Service in connection with the activities, items or services set forth below. Please contact activity-inquiry@wepay.com if you have questions about whether these categories apply to you.







Category Activities
Adult Adult sites, content, sexual services, child pornography, bestiality, escort services, mail order brides, massage parlors
Dating services
Massage parlors
Aggregation Payment facilitator to other merchants
Auctions Internet auction, bidding fee auction, penny auction
Cash, stored value, virtual currency Cash or cash equivalent, purchase of gold, silver, platinum, palladium, bullion and/or bars (collectibles are not prohibited)
Digital Wallet, stored value, prepaid companies, prepaid phone cards or phone services, sale of mobile minutes, or quasi cash
Scrip-dispensing terminal
Virtual currency or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world
Debt Bail bond services or bankruptcy lawyers
Credit counseling or repair services; debt elimination, consolidation or reduction services; factoring or liquidators
Credit protection or identity theft protection services
Damages, losses, penalties, or fines of any kind; alimony, child support, or other court-ordered payments
Debt collection; payment for a dishonored check or for an item deemed uncollectible by another merchant
High interest rate non-bank consumer lending, including payday lending and title loans
Loan payments transacted on a credit card
Drug Drugs or drug paraphernalia
Marijuana dispensaries and related products or services
Peptides
Personal enhancement products or nutraceuticals - vitamins, supplements, herbals, weight loss programs
Pseudo pharmaceuticals
Pharmaceuticals, internet pharmacies
Education For profit higher education
Financial services Banks, credit unions, savings and loan associates, unit trusts, mutual funds, foreign exchange, Bureau de Change
Buy here, pay here (in-house financing)
Cash advances
Currency exchanges or dealers
Money transfer, wire transfers, money orders, money transmitters, and check cashing, including merchants required to be registered as money services businesses
Payable through accounts (foreign or domestic)
Gambling, lottery Gambling or betting, including lottery tickets, casino gaming chips, off-track betting, sports forecasting or odds making, fantasy sports, memberships on gambling-related internet sites and wagers at races, contests, sweepstakes, raffles, and offering prizes as an inducement to purchase goods or services
High Risk Astrology and related prediction or forecasting services
Brand damaging
Career placement or advice center merchants
Cyberlockers, file sharing, file storage
Delayed delivery merchants where the good or service is not shipped, delivered, or fulfilled when the card transaction is processed but is to occur at a future date
International card sales greater than 20% of total sales
Lifetime guarantee
Merchants who are known to test or conduct research on animals
Merchants who are known to have labor/working condition issues
Merchants who are involved in developments that involve land acquisition and involuntary resettlement
Merchants who are known to have experienced material community issues (e.g., demonstrations, blockades, security threats)
Merchants whose proceeds may have the potential to impact indigenous peoples
Merchants who have been subject to allegation and impacts related to human rights violations
Money back guarantees exceeding 30 days
Motor vehicle sales
Online help for classes, homework or assignments
Online personal computer technical support
Pawn shop
Private prison operators
Psychic services
Sale of airline, hotel, rental, or other miles or points
Sale of products or services identified by government agencies to have a high likelihood of being fraudulent
Sale of social media activity
Sale or exchange of animals and regulated items such as animal pelts
Shipping or forwarding brokers
Illegal Counterfeit or possibly counterfeit goods, or products that infringe on the intellectual property rights of others
Deceptive, unfair, or predatory practices
Forced child labor/human trafficking, slavery
Hate, violence, racial intolerance, terrorism, the financial exploitation of a crime, or items or activities that encourage, promote, facilitate, or instruct others regarding the same
Unlawful activities, illegal substances or products, or items that encourage, promote, facilitate, or instruct others regarding the same
Investment, real estate Commodity trading or security trading; equities (including stocks, bonds, or any other ownership position in a corporation)
Crowdsourced fundraising for stock or equity
Distressed property sales and marketing; real estate filling
Goods or services to be delivered more than four (4) months in the future, with an intention of gaining return on investment
Mortgage accelerator processors
Timeshares, timeshare resales, and related marketing
Marketing Buyers clubs, membership clubs
Direct marketing - inbound telemarketing
Direct marketing - negative option, renewal, or continuity subscription practices
Direct marketing - travel-related arrangement services
Discount coupon merchants or online sites
Discount medical or dental plans, including discount insurance
Door to door sales
Informercial merchants
Lead generation businesses
Lifetime payments for timeshares, guarantees, and the like
Marketing activities involving "pay only for shipping" and/or "free trial" periods
Multi-level marketing businesses, pyramid sales
Outbound telemarketers and telecom merchants
Rebate or upsell merchants
Militia Cross border military related goods
Militia, armed groups or armed gangs
Political parties Consulates, embassies, missions to the United Nations
Political organizations
Regulated Age restricted products or services, such as alcohol
Firearms, including ammunition
Hookah
Other weapons that are not related to firearms
Tobacco, cigarettes, e-cigarettes
Telecomm Telecommunications, including wireless, cable, satellite, wireline, and ISP
Travel Airlines, including charter air carriers
Cruise lines
Travel agencies or tour operators
Travel industry, including car rental and lodging

In addition, you may not use the Service for:

  • Impersonating any person or entity or falsely claiming an affiliation with any person or entity;
  • Collecting, or attempting to collect, personal information about users or third parties without their consent, or using such information except as necessary to use the Service;
  • Defaming, harassing, abusing, threatening, or defrauding others;
  • Posting, transmitting, or distributing content that is false, misleading, unlawful, obscene, indecent, lewd, pornographic, hateful, abusive, inflammatory, or that violates the rights of others (including rights of publicity or privacy);
  • Damaging, disabling, overburdening, or impairing WePay, including without limitation, using the Service in an automated manner;
  • Interfering with another user's enjoyment of the Service, by any means, including by uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code;
  • Creating an Account that is linked to another Account that has engaged in any of the foregoing activities. WePay may use evidence other than your Account information to determine whether you control an Account in someone else's name, including but not limited to Internet Protocol addresses, common business names, phone numbers, and mailing addresses.

If WePay determines that you have received funds resulting from fraud or a prohibited activity, those funds may be frozen, returned to the Purchaser, or seized.

In addition, if we reasonably suspect that your Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Account, your access to the WePay services, and any of your transactions with law enforcement.

Basically,

You can't use WePay for anything illegal, inappropriate, or risky. Just be honest and responsible, comply with the laws that apply to you, and we'll get along just fine.

8. Our Role and Your Responsibilities

WePay provides hosting and data processing services for Merchants. WePay is a Payment Service Provider ("PSP"), not a bank, money transmitter, or Money Services Business ("MSB"), and we do not offer banking or MSB services as defined by the United States Department of Treasury.

As a PSP, WePay collects, analyzes and relays information generated in connection with payments between Purchasers and Merchants. You authorize WePay to provide this information to the Bank in order for the Bank to facilitate payments from Purchasers to Merchants through the Networks, or the ACH, as applicable. As a result, the Bank - and not WePay - actually conducts the settlement of card transactions and ACH transactions to Merchants. WePay does not at any point hold, own or control funds in connection with the Services, nor does WePay transmit money or monetary value. In connection with the Services, WePay does not actually or constructively receive, take possession of or hold any money or monetary value for transmission, and does not advertise, solicit or hold itself out as receiving money for transmission. The Bank is the party with sole responsibility for conducting the settlement of funds between Purchasers and Merchants.

In order to act as a PSP, WePay must enter into agreements with the Networks, processors and the Bank. You are not a third-party beneficiary of these agreements. Each of the Networks is a third-party beneficiary of this Agreement and has beneficiary rights, but not obligations, and may enforce this Agreement against you. Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, we may suspend or terminate your Account.

You acknowledge that, if you receive payments from American Express exceeding the threshold specified by American Express, you will be converted to a direct card acceptance relationship with American Express and, upon conversion, you will be bound by the then-current American Express Card acceptance agreement and American Express will set the discount and other fees payable by you for American Express Card acceptance.

You agree to be bound by the Merchant Services Agreement set forth in Exhibit A to this Agreement if it applies to you. The Merchant Services Agreement applies to you if, for example, you receive payments from any Network exceeding the threshold specified by that network. By agreement to this Agreement (by "click through" or otherwise), you also agree to the terms and conditions of the Merchant Services Agreement, which constitutes a legal binding contract between you, on the one hand, and VANTIV, LLC and its designated Member Bank, on the other hand, effective as of the date you receive the specified amount of payments from the Network.

Furthermore, you must abide by the applicable Operating Regulations and ACH Rules. For example, where you accept payment cards on your website, you will display each card’s logo with equal size and prominence, and you shall not display a preference for, or discriminate against, one card brand over another. If you are using the WePay subscriptions feature, you agree that it is your responsibility to comply with applicable laws, including the Electronic Funds Transfer Act (Regulation E), including by capturing your customers’ agreement to be billed on a recurring basis. You may not resell any hardware provided to you by WePay or a third party for use with the Service.

Notwithstanding WePay's assistance in understanding the Operating Regulations, and ACH Rules, you expressly acknowledge and agree that you are assuming the risk of compliance with all provisions of the Operating Regulations, and ACH Rules, regardless of whether you have possession of those provisions. The Networks make excerpts of their respective Operating Regulations available on their websites (including usa.visa.com, www.mastercard.com, www.americanexpress.com and www.discover.com). Exhibit B to this Agreement sets forth certain specific requirements of the American Express Merchant Regulations, US. We can provide you with excerpted provisions of the ACH Rules upon your request. If applicable, we can provide you with the Chase Merchant Program Requirements for Chase Pay upon your request

Basically,

WePay is a payment service provider, not a money services business. This means WePay never has any control or ownership over your money. We may require you to enter into a separate agreement with one or more of our partners. You're also required to abide by the rules of the payment card associations.

9. Your ACH Payment Authorization

If you are a Merchant or if you are a Purchaser paying by bank transfer, you authorize the Bank to initiate electronic ACH entries to each bank account that you set up on the Website and to initiate adjustments for any transactions credited or debited in error. You agree to be bound by the ACH Rules, and you agree that all ACH transactions that you initiate will comply with all applicable laws. Your authorization will remain in full force and effect until you notify us that you revoke it by contacting Customer Support at support.wepay.com or by closing your Account. You understand that WePay requires a reasonable time to act on your revocation, not to exceed five (5) business days.

If you are a Merchant, you authorize the Bank to hold, receive, disburse and settle funds on your behalf. Your authorization permits the Bank to generate a paper draft or electronic funds trasnfer to process each payment transaction that you authorize. Subject to this Agreement, you also authorize the Bank to debit or credit any payment card or other payment method we accept that you link to your Account, to initiate adjustments for any transactions credited or debited in error, as well as for chargebacks, reversals, or claims in accordance with this Agreement and the Operating Regulations. If you are a Purchaser paying by credit card and your credit card account number changes or your credit card expiration date changes, we may acquire that information from our financial services partner and update your Account.

WePay may use Plaid, Inc. ("Plaid") to gather your data from financial institutions. When you set up a bank account on the Website and input your online banking credentials for instant verification, you are granting Plaid the right, power and authority to access and transmit your personal and financial information from your financial institution. You agree to your personal and financial information being transferred, stored, and processed by Plaid in accordance with the Plaid Privacy Policy.

Basically,

By accepting the terms of this Agreement, you authorize us to provide payment instructions to the Bank, and for the Bank to process payments on your behalf.

10. Accepted Forms of Payment

The Service supports most domestic credit, debit, prepaid or gift cards with a Visa, MasterCard, American Express or Discover logo. In addition, the Service supports most international cards with these logos. We may add or remove support for certain payment cards at any time without prior notice. We may elect only to process cards that receive an authorization from the applicable issuer. You agree to accept all of the cards issued by Networks that the Service supports in accordance with the terms of this Agreement.

The Service also supports payments via ACH from U.S.-based Purchasers with a U.S. bank account to U.S.-based Merchants, if supported by the Platform. We may conduct verification checks on Purchasers to ensure account ownership and sufficient balance, and we may refuse to process payments from Purchasers at our discretion.

The Service supports payments via Apple Pay to Merchants in the U.S., if supported by the Platform. The Apple Pay Web Merchant Terms and Conditions apply, and Merchant agrees to be bound by them.

The Service supports payments via Chase Pay to Merchants in the U.S., if supported by the Platform. The Chase Pay through Platform Provider Merchant Terms & Conditions apply, and Merchant agrees to be bound by them

Basically,

We support most U.S. credit cards and U.S. bank accounts.

11. Underwriting and Sharing Information

We may share some or all of the information about you and your transactions with our processor, the Networks, and our other partners (and their respective affiliates, agents, subcontractors, and employees), who may use this information to perform their obligations under their agreements with WePay, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose. American Express and other Networks may use your name, address, and website address (URL) in any media from time to time. At any time, WePay, its processor or its other partners may conclude that you will not be permitted to use WePay.

You agree that WePay is permitted to contact and share information about you and your Account with banks and other financial institutions. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct WePay's risk management process.

Basically,

WePay may request and share information about you with our processor, banks and other financial institutions, and government agencies.

12. Transactions

Transactions are indicated as Pending, Complete, Failed or Cancelled.

"Pending" indicates that a transaction is currently undergoing review by the Bank and may not be completed or settled, at the Bank's sole discretion. "Pending" may also indicate that the transaction is awaiting account confirmation or settlement from a third party.

"Completed" indicates that a transaction has cleared and the funds are available in the Merchant's Account. If WePay determines that the transaction is related to a restricted or prohibited business or activity or that the transaction is the result of fraudulent activity, WePay may reverse or refund the transaction at any time.

"Cancelled" indicates that a transaction has been stopped or reversed. This could be due to inaccurate or incomplete information about your Account, our inability to validate the legitimacy of a payment, Purchaser, or Merchant, or another proprietary reason. You may contact WePay Support for more information. Although payments are cancelled, the removal of an authorization on a Purchaser credit card or a return of funds to a Purchaser bank account may not be immediate, and WePay cannot guarantee availability within a specific timeframe.

"Failed" indicates that a transaction could not be processed due to inaccurate Account information, insufficient funds, or another transaction-related reason.

Upon the release of transaction information by WePay, a Purchaser will be debited or charged by the Bank. The Merchant agrees that the Purchaser's obligation to the Merchant is treated as paid at the time of (i) the release of this transaction information when a transaction enters the "Completed" state; and (ii) the related initiation of processing by the Bank. After the initiation of processing by the Bank, Merchant agrees not to attempt to collect or otherwise seek payment from the Purchaser, because Merchant agrees Purchaser's obligation to the Merchant has been conclusively discharged. Merchant agrees that the Purchaser is a third-party beneficiary of the preceding two sentences. Transactions may stay in a "Pending" state before "Completed" if WePay is reviewing a transaction for risk purposes. Transactions in this state should not be treated as paid until they are "Completed".

Transactions may be disputed at any time up to 90 days from the date of transaction, regardless of state, by the Purchaser. Disputes resolved in favor of the Purchaser may result in reversal of the disputed transaction, regardless of state.

WePay reserves the right to limit or restrict transaction size or volume at any time. If you would like to increase your limits, please contact Customer Support. Upon receiving this request, WePay will conduct a review of your Account, and decide whether to lift or remove these limits. WePay will consider a variety of factors in making this decision and will make this determination at its sole discretion.

Basically,

WePay payment transactions have various states. They can be reversed or cancelled at any time due to fraud or chargebacks. WePay may impose transaction limits at any time.

13. Payout Schedule

The Bank will disburse funds to the Merchant's bank account according to the schedule the Merchant selects (daily, weekly, or monthly). Merchants may request ad-hoc settlement at any time. Regardless of the disbursement schedule selected by the Merchant, the Bank will transfer funds to the Merchant's bank account no more than thirty (30) days after funds settle to the Bank, subject to any "Reserve" imposed under Section 14 below. If the Bank cannot transfer the funds to the Merchant's bank account (due to inaccurate or obsolete bank account information entered by the Merchant, or for any other reason), WePay may refund the funds to the Purchaser or escheat them pursuant to Section 23 below. Neither the Bank, WePay, nor the Purchaser will have any liability to Merchant for funds so refunded or escheated.

Settlements to a bank account may be limited or delayed based on your perceived risk and history with WePay. If you would like to request an increase to your settlement limit, please contact WePay Support. Upon receiving this request, WePay will conduct a review of your account. WePay will consider a variety of factors in making this decision and will make this determination at its sole discretion.

Should WePay need to conduct an investigation or resolve any pending dispute related to your Account, the Bank may defer payout or restrict access to your funds for the entire time it takes us to do so. The Bank may also defer payout or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity.

Furthermore, if WePay or the Bank suspects future chargebacks or disputes as a result of transactions to your Account, the Bank may defer payout and/or restrict access to your funds until WePay or the Bank reasonably believes, in their sole discretion, that the risk of receiving a chargeback or dispute has passed.

All settlements to Merchants are subject to review for risk and compliance purposes and can be delayed or postponed at WePay's sole discretion.

Basically,

The Bank will send you your money as soon as possible, but a certain amount of your funds may be subject to an additional hold period depending on your perceived risk and transaction history. You can request that these limitations be reviewed at any time by contacting Customer Support.

14. Reserve

At any time and from time to time, the Bank may temporarily suspend or delay payments to you and/or designate an amount of funds that the Bank must maintain in your Account ("Reserve") to secure the performance of your payment obligations under this Agreement. We may require a Reserve for any reason, including high chargeback risk or indications of performance problems related to your use of the Service.

The Reserve will be in an amount as reasonably determined by us to cover anticipated chargebacks, returns, unshipped merchandise and/or unfulfilled services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by WePay, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in WePay's favor, or otherwise as WePay or its processor or the Bank may determine or require. If you do not have sufficient funds in your Reserve, the Bank may fund the Reserve from any funding source associated with your Account, or from any other Account under your control or any funding source associated with such other Account, including but not limited to any funds (a) credited to your Account, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with us.

You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your Account. You will 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 we hold funds in your Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by law. You irrevocably assign to us all rights and legal interests to any interest or other earnings that accrue or are attributable to your Reserve.

Basically,

We may require a Reserve to ensure that you can cover chargebacks, returns, reversals, and other obligations under this Agreement.

15. Accounts

You are not required to have a balance in your Account in order to use the Service. When you have a balance, your funds will be co-mingled and held by the Bank with other Merchants' funds in one or more pooled accounts at the Bank that are established in the Bank's name for the benefit of you and other users. The Bank has sole discretion over the establishment and maintenance of any pooled account. WePay has no ownership or control, and no right, title or interest in any account in which Merchant funds are held.

The Bank will hold any funds associated with your Account in an account separate from any account used for WePay's corporate funds. WePay will not and cannot use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds that the Bank holds for you. As consideration for using the Service, you irrevocably assign to us or the Bank all rights and legal interests to any interest and/or other earnings or benefits that may accrue or are attributable to the Bank holding your funds in a pooled account.

If your Account is negative for an extended period of time (as defined by WePay in its sole discretion), the Bank may close your Account and we may pursue legal action or other collection efforts.

Basically,

Funds held by the Bank on your behalf are protected prior to the Bank transferring the funds to your bank account. At no point does WePay "touch," own, or control your funds.

16. Cardholder Data Security

"Cardholder Data" is information associated with a payment card, such as account number, expiration date, and CVV2. WePay is a validated PCI Level 1 Service Provider and so is qualified to handle Cardholder Data in connection with the Service. WePay will maintain all applicable PCI DSS requirements to the extent WePay possesses or otherwise stores, processes, or transmits cardholder data on your behalf, or to the extent WePay could impact the security of your cardholder data environment.

If you handle, transmit, or store any Cardholder Data in connection with your use of the WePay Service or the WePay API, you agree to comply at all times with the Payment Card Industry Data Security Standards ("PCI DSS"). Further, you agree to certify such compliance and provide documentation in accordance with Operating Regulations, or when asked by WePay to do so. You also agree that you will use only PCI compliant service providers in connection with the storage, processing, or transmission of Cardholder Data. You will remove Cardholder Data from your systems, and any other place where you store it, as soon as practicable and in no event more than 24 hours after you receive an authorization decision.

You are fully responsible for the security of data (including but not limited to Cardholder Data) on your website or otherwise in your possession or control. You agree to comply with all applicable laws, Operating Regulations, and rules in connection with your collection, security and dissemination of any personal, financial, or transaction information.

Unless you receive the express consent of your customer, you may not retain, track, monitor, store, disclose or otherwise use data (e.g. to send any marketing or promotional materials to Purchaser) except for the transaction for which it was given and any post-transaction activities in connection with such immediate transaction (e.g. chargeback).

Basically,

In most cases, we take care of PCI Compliance for you. If, however, you handle or transmit Cardholder Data, you are required to be PCI compliant.

17. Taxes

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Service. You are solely responsible for collecting, withholding, reporting and remitting any taxes to the appropriate tax authority. WePay is not obligated to, and will not, determine whether taxes apply, or calculate, collect, report or remit any taxes to any tax authority arising from your use of the Service.

WePay or the Bank may have tax reporting responsibilities in connection with the Service. For example, WePay or the Bank will report to the Internal Revenue Service ("IRS") on Form 1099-K as required by law, your name, address, Tax Identification Number (such as Employment Identification Number or Social Security Number), the total dollar amount of the payments you receive in a calendar year, and the total dollar amount of the payments you receive for each month in a calendar year.

Basically,

You are responsible for collecting and paying your taxes, not WePay.

18. Customer Service Provided by Merchants

You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfillment, order cancellation by you or the customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from WePay. You will cooperate with WePay and the Platform to assure that Purchasers have access to clear customer service information, including an active customer service email address and telephone number.

Basically,

Merchants are responsible for providing an acceptable level of customer service to their Purchasers.

19. Refunds and Returns Provided by Merchants

You agree to process returns of, and provide refunds and adjustments for goods or services through your Account in accordance with this Agreement and the Operating Regulations and ACH Rules. The Operating Regulations require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to Purchasers at the time of purchase, (c) not give cash refunds to a Purchaser in connection with a payment card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a payment card sale refund. Your refund policies must be the same for all payment methods. If your Purchaser is dissatisfied with your refund policy, the Purchaser may chargeback the payment. You may not bill or collect from any Purchaser for any purchase or payment by means of a card unless the Purchaser has exercised chargeback, you have fully paid for the charge, and you otherwise have the right to do so.

Basically,

You're responsible for disclosing your refund policy and providing refunds for goods or services purchased through WePay.

20. Merchant's Liability for Chargebacks

The amount of a payment may be charged back to you if (a) it is disputed by a Purchaser, (b) it is reversed for any reason, (c) it was not authorized or we have any reason to believe that the transaction was not authorized, or (d) it is unlawful, suspicious, or in violation of the terms of this Agreement. You are responsible for all chargebacks, whether or not the chargeback complies with the Operating Regulations.

Basically,

You are liable for any chargebacks of payments you receive.

21. How WePay Handles Chargebacks

You owe us and will immediately pay us the amount of any chargeback and any associated fees, fines, or penalties assessed by the Bank, our processor or the Networks. If you do not have sufficient funds in your Account, we will have the remedies set forth in "Our Set-off and Collection Rights" below. If you have pending chargebacks, the Bank may delay payouts to you.

Further, if we reasonably believe that a chargeback is likely with respect to any transaction, the Bank may withhold the amount of the potential chargeback from payments otherwise due to you under this Agreement until such time that: (a) a chargeback is assessed due to a Purchaser's complaint, in which case the Bank will retain and refund the funds; (b) the period of time under applicable law or regulation by which the Purchaser may dispute that the transaction has expired; or (c) we determine that a chargeback on the transaction will not occur.

If we determine that you are incurring an excessive amount of Chargebacks, WePay or the Bank may establish controls or conditions governing your Account, including without limitation, by (a) assessing additional fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated chargebacks and related fees, (c) delaying payouts, and (d) terminating or suspending the Service or closing your Account.

You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Service. To that end, you permit us to share information about a chargeback with the Purchaser, the Purchaser's financial institution, and your financial institution 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 the reserved funds to you. If a chargeback dispute is not resolved in your favor by the Networks or issuing bank or you choose not to contest the chargeback, we may recover the chargeback amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within seven (7) days of our request, may result in an irreversible chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating chargeback disputes.

Basically,

If you receive a chargeback, we'll debit your Account or bank account for the amount of the chargeback plus any applicable fees. We may also place a Reserve on your Account to fund potential future chargebacks associated with your Account.

22. Our Set-off and Collection Rights

To the extent permitted by law, the Bank may set off any obligation you owe us under this Agreement (including chargebacks) against any credit in your Account or against any amounts due to you. All fees are deducted first from the transferred or collected funds and thereafter from your Account. If you do not have sufficient funds, the Bank may collect from any funding source associated with your Account, or from any other Account under your control, or from any funding source associated with such other Account, including but not limited to any funds (a) deposited by you, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with the Bank. Your failure to pay in full amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys' fees and expenses, collection agency fees, and interest at the lesser of one-and-one-half percent (1-1/2%) per month or the highest rate permitted by law. In its discretion, WePay may make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. You hereby expressly agree that all communication in relation to deliquent accounts will be made by electronic mail or by phone, as provided by you to WePay. Such communication may be made by WePay or by anyone on its behalf, including but not limited to a third party collection agent.

Basically,

If you owe us money, the Bank may deduct that money from your incoming payments or debit your bank account or credit card on file.

23. Dormant Accounts

If there is no activity in your Account (such as a login or disbursement) for the period of time set forth in the applicable unclaimed property laws, and you have a balance, we may notify you by sending an email to your registered email address. We may also notify you by U.S. mail. We will give you the option of keeping your Account open, withdrawing the funds, or requesting a check. If you do not respond to our notice within the time period specified in the notice, we may close your Account and escheat your funds (less a processing fee) in accordance with applicable law.

Basically,

If there is no activity in your WePay Account for a long time, we will notify you of your options.

24. Receipts and Account Reconciliation

When you receive a payment, WePay or the Platform will update your Account and provide a transaction confirmation on the Website. This confirmation will serve as your receipt. Summaries of your Account activity are available on the Website. You should make archival copies of your Account data regularly. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data, and (b) reconciling all transaction information that is associated with your Account. If you believe that there is an error or unauthorized transaction activity associated with your Account, please contact Customer Support immediately.

We will attempt to correct processing errors that we discover by instructing the Bank to debit or credit your Account. WePay will only correct transactions that are processed incorrectly if and when you notify us of such an error in a timely fashion.

Basically,

You can see your full transaction history by logging into WePay at any time. If you notice an error, you must notify us in a timely fashion, or you waive your right to have that error rectified.

25. Privacy

Your privacy is very important to us. By accepting this Agreement, you confirm that you have read, understood and accepted our Privacy Policy.

Basically,

By accepting this Agreement, you agree to WePay's Privacy Policy.

26. Security

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

If you discover a security-related issue, you agree to inform us of the issue immediately by contacting the WePay Security Team at security@wepay.com. You also agree not to disclose the issue until WePay has addressed it.

Basically,

We take great measures to protect your information. However, that's not always possible. You acknowledge that you provide personal information at your own risk.

27. Termination

If your Account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Service and to remove all card logos from your website and wherever else they are displayed, (c) that the license provided under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and Account data stored on our servers, and (e) that neither WePay nor the Platform shall be liable to you or any third party for termination of access to the Service, deletion of your information or Account data, or export of your information or Account data.

Basically,

You should understand the consequences of termination of your Account.

28. Your Right to Terminate

You may terminate this Agreement by closing your Account at any time. When you close your Account, any pending transactions will be cancelled. Any funds that the Bank holding in custody for you at the time of closure, less any applicable fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your Account as a means of evading your payout schedule). If an investigation is pending at the time you close your Account, the Bank may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, the Bank will release those funds to you.

Basically,

If you close your Account, the Bank will send you your money, but it may be subject to limitations or hold periods to ensure that you can fulfill your obligations.

29. Our Right to Terminate

We may terminate this Agreement and close your Account for any reason or no reason at any time upon notice to you. We may also suspend the Service and instruct the Bank to suspend access to your Account (including the funds in your Account) if you (a) have violated the terms of the WePay's policies or this Agreement, (b) pose an unacceptable credit or fraud risk to us, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.

Basically,

We may terminate this Agreement and close your Account for any reason or no reason at any time, but we'll always keep you informed.

30. Effect of Termination

We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.

Basically,

Termination of this Agreement does not relieve you of any obligations to pay any amounts that you owe.

31. Your License

WePay grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to accept and receive payments and to manage the funds you so receive. You will be entitled to download updates to the Service, subject to any additional terms made known to you at that time, when WePay makes these updates available.

You may not, nor may you permit any third party to, do any of the following: (i) access or monitor any material or information on any WePay system using any manual process or robot, spider, scraper, or other automated means unless you have separately executed a written agreement with WePay referencing this section that expressly grants you an exception to this prohibition; (ii) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from WePay; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) violate the restrictions in any robot exclusion headers on the Service, work around, bypass, or circumvent any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section. You may not use the Service on a mobile device that is "jail broken" or otherwise modified contrary to the manufacturer's software or hardware guidelines. Your use of the Service may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.

Basically,

WePay grants you a license to electronically access and use the Service solely to accept and receive payments and to manage the funds you receive. We want you to enjoy this Service, but there are a few things you can't do or ask others to do.

32. WePay's Intellectual Property Rights

The Service is licensed and not sold. WePay reserves all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret and other intellectual property laws. WePay owns the title, copyright and other worldwide intellectual property rights in the Service and all copies of the Service. This Agreement does not grant you any rights to WePay's trademarks or service marks, nor may you remove, obscure, or alter any of WePay's trademarks or service marks included in the Service.

You may choose to, or we may invite you to, submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Feedback"). By submitting Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place WePay under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, WePay does not waive any rights to use similar or related ideas previously known to WePay, or developed by its employees, or obtained from sources other than you.

Basically,

WePay owns all intellectual property rights in the Service, including any comments or ideas submitted by you.

33. Indemnity

You will indemnify, defend and hold us and our processors and partners harmless (and our and their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies or the Operating Regulations; (b) your wrongful or improper use of the Service; (c) any transaction submitted by you through the Service (including without limitation the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you); (d) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (e) your violation of any law, rule or regulation of the United States or any other country; (f) any other party's access and/or use of the Service with your unique username, password or other appropriate security code.

Basically,

You agree to pay if your actions cause someone to make a claim against us.

34. Representations and Warranties

You represent and warrant to us that: (a) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (b) the name identified by you when you registered is your name or business name under which you sell goods and services; (c) any sales transaction submitted by you will represent a bona fide sale by you; (d) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (e) you will fulfill all of your obligations to each Purchaser for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Purchaser; (f) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (g) except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; (h) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service; (i) your use of the Service will be in compliance with this Agreement.

Basically,

You promise us that the information you provide is accurate and that you won't misuse the Service.

35. Disclaimer of Warranties by WePay

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WEPAY OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WEPAY, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS AND THE BANK (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WEPAY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WEPAY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

All third party hardware and other products included or sold with the Service are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer or distributor directly. WEPAY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

Basically,

You agree to use the Service at your own risk.

36. Limitation of Liabilities and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WEPAY, ITS PROCESSORS, SUPPLIERS, LICENSORS, NETWORKS, OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL WEPAY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IN NO EVENT WILL WEPAY BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR COVER DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIRD PARTY PRODUCTS OR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY YOU FOR THE PRODUCT THAT GIVES RISE TO ANY CLAIM.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WEPAY, ITS PROCESSORS, THE NETWORKS, AND THE BANK (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL WEPAY, ITS PROCESSORS, AGENTS, SUPPLIERS, LICENSORS, NETWORKS, OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WEPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

The Service is controlled and operated from facilities in the United States. WePay makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

Basically,

There are limitations to our liability. This section is written in all caps for a reason. Read it thoroughly.

37. Disputes

If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact the Platform or WePay Support with any dispute. If we cannot resolve your concerns, we agree to an informal and inexpensive dispute resolution process requiring individual arbitration.

Basically,

If a dispute of any kind arises, we do our best to address your concerns quickly. If we cannot resolve your issue, we recognize that you may be permitted to raise your dispute with the Financial Ombudsman Service if you are a micro-enterprise.

38. Binding Individual Arbitration

You and WePay agree to arbitrate all "Disputes," defined as any claim, controversy or dispute (whether involving contract, tort, equitable, statutory or any other legal theory) between you and WePay, including but not limited to any claims relating in any way to this Agreement (including its breach, termination and interpretation), any other aspect of our relationship, WePay advertising, and any use of WePay software or services. "Disputes" also include any claims that arose before this Agreement and that may arise after termination of this Agreement. Notwithstanding the foregoing, you or WePay may choose to pursue a claim in court and not by arbitration if you fail to timely pay amounts due. WePay may assign your account for collection, and the collection agency may pursue in any court of competent jurisdiction any claim that is strictly limited to the collection of past due amounts and any interest or cost of collection permitted by law or this Agreement.

In the event that you or WePay are not able to resolve a Dispute with American Express, or a claim against WePay or any other entity that American Express has a right to join, Exhibit C will apply. Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON A INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST WEPAY. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (www.adr.org) ("AAA") according to this provision and the applicable arbitration rules. A form for initiating arbitration proceedings is available on the AAA's website at www.adr.org. Consumer claimants (individuals whose transaction is intended for personal, family, or household use) may elect to pursue their claims in their local small-claims court rather than through arbitration. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. If you are a consumer bringing a claim relating to personal, household, or family use, any arbitration hearing will occur within the county or parish where you reside or at another mutually agreed location. Otherwise, any arbitration hearing will occur in Santa Clara, California. You or WePay may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and WePay subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you or by WePay, unless the arbitrator requires otherwise. The arbitrator's award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules, but if you are unable to pay any of them, WePay will pay them for you. In addition, WePay will reimburse all such fees and costs for claims totaling less than $75,000 unless the arbitrator determines the claims are frivolous. Likewise, WePay will not seek its attorneys' fees or costs in arbitration unless the arbitrator determines your claims or defenses are frivolous. In the event the arbitrator determines the claims you assert in the arbitration are frivolous, you agree to reimburse WePay for all fees associated with the arbitration paid by WePay on your behalf that you otherwise would be obligated to pay under the AAA's rules. For purposes of this arbitration provision, references to you and WePay also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Service. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the County of Santa Clara, California, or federal court for the Northern District of California.

Basically,

You and WePay agree to arbitrate all Disputes rather than resolve them in court.

39. Governing Law

This Agreement and any Dispute will be governed by California law and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.

Basically,

This Agreement and any Dispute will be governed by California law and/or applicable federal law.

40. Limitation on Time to Initiate a Dispute

Unless otherwise required by law, an action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.

Basically,

You've got a full year to commence a dispute.

41. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by WePay without restriction.

Basically,

This Agreement may only be transferred by WePay, not you.

42. Third Party Services and Links to Other Websites

You may be offered services, products and promotions provided by third parties and not by WePay. If you decide to use these third party services, you will be responsible for reviewing and understanding the terms and conditions associated with them. You agree that WePay is not responsible for the performance of these services. The Website may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by WePay. You agree that you access any such website at your own risk, and that the site is not governed by the terms and conditions contained in this Agreement. WePay expressly disclaims any liability for these websites. Please remember that when you use a link to go from our Website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our Website, is subject to that website's own rules and policies.

Basically,

You agree that WePay is not responsible for services or websites provided by others.

43. Amendment of Agreement

We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the software or Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including notice on our Website or any other website maintained or owned by us and identified to you. Any use of our software or Service after our publication of any such changes shall constitute your acceptance of this Agreement as modified. No modification or amendment to this Agreement shall be binding upon WePay unless in a written instrument signed by a duly authorized representative of WePay. For the purposes of this Section 43, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimilies.

Basically,

WePay has the right to change this Agreement or the Service at any time.

44. Other Provisions

Except as expressly provided in this Agreement, these terms are a complete statement of the agreement between you and WePay, and they describe the entire liability of WePay and its vendors and suppliers (including processors) and your exclusive remedy with respect to your access and use of the Service. In the event of a conflict between this Agreement and any other WePay agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. Headings and summaries are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that WePay may have under trade secret, copyright, patent or other laws. WePay's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

Basically,

This Agreement is a complete statement of the agreement between you and WePay.

45. Survival

Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect in accordance with its terms upon the termination of this Agreement.

Basically,

Upon termination of this Agreement, certain sections of it will remain in effect.

Exhibit A: Merchant Services Agreement


This Merchant Services Agreement for Sub-Merchants ("Merchant Agreement") is made among VANTIV, LLC, having its principal office at 8500 Governors Hill Drive, Symmes Township, OH 45249-1384 and its designated Member Bank (collectively "Acquirer") and the "User" as defined in, and in connection with, the Terms of Service between WePay, Inc. and the User (herein referred to as "Sub-merchant"). Capitalized terms not otherwise defined herein have the respective meanings given them in the WePay Terms of Service. Acquirer will provide Sub-merchant with certain payment processing (the "Services") in accordance with the terms of this Merchant Agreement. In consideration of Sub-merchant's receipt of credit or debit card funded payments, and participation in programs affiliated with Visa, MasterCard, Discover, and certain similar entities (collectively, "Associations"), Sub-merchant is required to comply with the Operating Regulations as they pertain to applicable credit and debit card payments. In addition, if Sub-merchant meets certain requirements under the Operation Regulations or an Association or the Operating Regulations otherwise require, Sub-merchant may be required to enter into a direct relationship with an entity that is a member of the Associations. By agreeing to the WePay Terms of Service to which this Merchant Agreement is an exhibit (by "click through" agreement or otherwise), Sub-merchant has fulfilled this requirement, if and when applicable. However, Acquirer understands that Sub-merchant may have contracted with WePay to obtain certain processing services and that WePay may have agreed to be responsible to Sub-merchant for all or part of Sub-merchant's obligations contained herein.

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises contained herein, the parties agree as follows:

1. Certain Sub-merchant Responsibilities. Sub-merchant agrees to comply, and to cause third parties acting as Sub-merchant's agent ("Agents") to comply, with the Associations' and other payment networks' by-laws, operating regulations and/or all other rules, policies and procedures, including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations or payment networks (collectively, "Operating Regulations"). Sub-merchant may review the VISA, MasterCard, and Discover websites for a copy of the Visa, MasterCard and Discover regulations. The websites are: https://usa.visa.com/support/consumer/visa-rules.html; and http://www.mastercard.com/us/merchant/ and https://www.discovernetwork.com/merchants/. Without limiting the foregoing, Sub-merchant agrees that it will fully comply with any and all anti-money laundering laws and regulations, including but not limited to the Bank Secrecy Act, the US Treasury's Office of Foreign Assets Control (OFAC) and the Federal Trade Commission. For purposes of this section, Agents include, but are not limited to, Sub-merchant's software providers and/or equipment providers.

If so indicated in the WePay Terms of Service, Sub-merchant may be a limited-acceptance merchant, which means that Sub-merchant has elected to accept only certain Visa and MasterCard card types (i.e., consumer credit, consumer debit, and commercial cards) and must display appropriate signage to indicate the same. Acquirer has no obligation other than those expressly provided under the Operating Regulations and applicable law as they may relate to limited acceptance. Sub-merchant, and not Acquirer, will be solely responsible for the implementation of its decision for limited acceptance, including but not limited to policing the card type(s) accepted at the point of sale.

Sub-merchant shall only complete sales transactions produced as the direct result of bona fide sales made by Sub-merchant to cardholders, and is expressly prohibited from presenting sales transactions which are produced as a result of sales made by any person or entity other than Sub-merchant, or for any purposes related to any illegal or prohibited activity, including but not limited to money-laundering or financing of terrorist activities.

Sub-merchant may set a minimum transaction amount to accept a card that provides access to a credit account, under the following conditions: i) the minimum transaction amount does not differentiate between card issuers; ii) the minimum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand; and iii) the minimum transaction amount does not exceed ten dollars (or any higher amount established by the Federal Reserve). Sub-merchant may set a maximum transaction amount to accept a card that provides access to a credit account, under the following conditions: Sub-merchant is a i) department, agency or instrumentality of the U.S. government; ii) corporation owned or controlled by the U.S. government; or iii) Sub-merchant whose primary business is reflected by one of the following MCCs: 8220, 8244, 8249 - Schools, Trade or Vocational; and the maximum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand.

2. Sub-merchant Prohibitions. Sub-merchant must not i) require a cardholder to complete a postcard or similar device that includes the cardholder's account number, card expiration date, signature, or any other card account data in plain view when mailed, ii) add any tax to transactions, unless applicable law expressly requires that a Sub-merchant impose a tax (any tax amount, if allowed, must be included in the transaction amount and not collected separately), iii) request or use an account number for any purpose other than as payment for its goods or services, iv) disburse funds in the form of travelers checks if the sole purpose is to allow the cardholder to make a cash purchase of goods or services from Sub-merchant, v) disburse funds in the form of cash unless Sub-merchant is dispensing funds in the form of travelers checks, TravelMoney cards, or foreign currency (in such case, the transaction amount is limited to the value of the travelers checks, TravelMoney cards, or foreign currency, plus any commission or fee charged by the Sub-merchant), or Sub-merchant is participating in a cash back service, vi) submit any transaction receipt for a transaction that was previously charged back to the Acquirer and subsequently returned to Sub-merchant, irrespective of cardholder approval, vii) accept a Visa consumer credit card or commercial Visa product issued by a U.S. issuer to collect or refinance an existing debt, viii) accept a card to collect or refinance an existing debt that has been deemed uncollectable, or ix) submit a transaction that represents collection of a dishonored check. Sub-merchant further agrees that, under no circumstance, will Sub-merchant store cardholder data in violation of the Laws or the Operating Regulations including but not limited to the storage of track-2 data. Neither Sub-merchant nor its Agent shall retain or store magnetic-stripe data subsequent to the authorization of a sales transaction.

3. Settlement. Upon receipt of Sub-merchant's sales data for card transactions, Acquirer will process Sub-merchant's sales data to facilitate the funds transfer between the various Associations and Sub-merchant. After Acquirer receives credit for such sales data, subject to the terms set forth herein, Acquirer will fund Sub-merchant directly to Sub-merchant's designated demand deposit account ("Sub-merchant-Owned Designated Account") or, at Sub-merchant's request, to a third-party check writer's account.. Any dispute regarding amount of settlement shall be between WePay and Sub-merchant. Any dispute regarding the receipt of settlement shall be between Acquirer and Sub-merchant. Acquirer will debit the WePay Reserve Account for funds owed to Acquirer as a result of the Services provided hereunder, provided that Acquirer may also debit the Sub-merchant-Owned Designated Account for funds owed to Acquirer as a result of the Services provided hereunder. Further, if a cardholder disputes a transaction, if a transaction is charged back for any reason, or if Acquirer reasonably believes a transaction is unauthorized or otherwise unacceptable, the amount of such transaction may be charged back and debited from Sub-merchant or the WePay reserve account.

4. Term and Termination. This Agreement shall be binding upon Sub-merchant upon Sub-merchant's acceptance (by "click through" agreement or otherwise). The term of this Agreement shall begin, and the terms of the Agreement shall be deemed accepted and binding upon Acquirer, on the date Acquirer accepts this Agreement by issuing a merchant identification number and shall be coterminous with WePay's Terms of Service with Sub-merchant.

Notwithstanding the foregoing, Acquirer may immediately cease providing Services and/or terminate this Agreement without notice if (i) Sub-merchant or WePay fails to pay any amount to Acquirer when due, (ii) in Acquirer's opinion, provision of a service to Sub-merchant or WePay may be a violation of the Operating Regulations or any Laws, (iii) Acquirer believes that Sub-merchant has violated or is likely to violate the Operating Regulations or the Laws, (iv) Acquirer determines Sub-merchant poses a financial or regulatory risk to Acquirer or an Association, (v) Acquirer's agreement with WePay terminates, (vi) any Association deregisters WePay, (vii) Acquirer ceases to be a member of the Associations or fails to have the required licenses, or (viii) Acquirer is required to do so by any of the Associations.

5. Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with WePay, with written notice of any alleged beach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach.

EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant's sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against WePay and not Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub-merchant with respect to this Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Agreement to assist in WePay's processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by WePay, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by WePay. If WePay is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services, directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer's then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer's relationship with Sub-merchant. If WePay subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from WePay and this Agreement will govern Acquirer's relationship with Sub-merchant.

6. Miscellaneous. This Agreement is entered into, governed by, and construed pursuant to the laws of the State of Ohio without regard to conflicts of law provisions. This Agreement may not be assigned by Sub-merchant without the prior written consent of Acquirer. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees and assignees. This Agreement is for the benefit of, and may be enforced only by, Acquirer and Sub-merchant and is not for the benefit of, and may not be enforced by, any other party. Acquirer may amend this Agreement upon notice to Sub-merchant in accordance with Acquirer's standard operating procedure. If any provision of this Agreement is determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of the remaining provisions and this Agreement will be construed as if such provision is not contained in the Agreement. "Member Bank" as used in this Agreement shall mean a member of VISA, MasterCard and/or Discover, as applicable, that provides sponsorship services in connection with this Agreement. As of the commencement of this Agreement, Member Bank shall be Fifth Third Bank, an Ohio Banking Corporation, located in Cincinnati, OH 45263. The Member Bank is a party to this Agreement. The Member Bank may be changed, and its rights and obligations assigned to another party by Acquirer at any time without notice to Sub-merchant.

Exhibit B: American Express Card Acceptance and Brand Requirements

1. Defined Terms. As used in this Exhibit B, the following capitalized terms have the following respective meanings:

  • "Cardmember" means an individual or entity that has entered into an agreement establishing an American Express Card account, or whose name appears on the American Express Card.
  • "Cardmember Information" means any information about Cardmembers and transactions, including, but not limited to, transaction data, and Cardmember name, addresses, American Express Card numbers, and American Express Card Identification Numbers.
  • "Establishments" means any or all of your and your affiliates' locations, outlets, websites, online networks, and all other methods for selling goods and services including methods that you adopt in the future.
  • "Marks" means names, logos service marks, trademarks, trade names, taglines, or other proprietary designs or designations.
  • "Other Payment Products" means any charge, credit, debit, stored value, prepaid, or smart cards, account access devices, or other payment cards, services, or products other than the American Express Card.

2. American Express Card Acceptance. Merchant must accept the American Express Card as payment for goods and services (other than those goods and services prohibited under Section 7 of the Agreement) sold, or (if applicable) for charitable contributions made, at all of Merchant's Establishments, except as expressly permitted by state statute. Merchant is jointly and severally liable for the obligations of Merchant's Establishments under this Agreement.

3. Treatment of the American Express Brand. Except as expressly permitted by applicable law, Merchant must not:

  • indicate or imply that Merchant prefers, directly or indirectly, any Other Payment Products over the American Express Card,
  • try to dissuade Cardmembers from using the American Express Card,
  • criticize or mischaracterize the American Express Card or any American Express services or programs,
  • try to persuade or prompt Cardmembers to use any Other Payment Products or any other method of payment (e.g., payment by check),
  • impose any restrictions, conditions, disadvantages or fees when the American Express Card is accepted that are not imposed equally on all Other Payment Products, except for electronic funds transfer, or cash and check,
  • suggest or require Cardmembers to waive their right to dispute any transaction,
  • engage in activities that harm our business or the American Express brand (or both),
  • promote any Other Payment Products (except Merchant's own private label card that Merchant issues for use solely at Merchant's Establishments) more actively than Merchant promotes the American Express Card, or
  • convert the currency of the original sale transaction to another currency when requesting authorization or submitting transactions (or both).

4. Treatment of the American Express Brand (US). Merchant may offer discounts or in-kind incentives from Merchant's regular prices for payments in cash, ACH funds transfer, check, debit card or credit/charge card, provided that (to the extent required by applicable law): (i) Merchant clearly and conspicuously discloses the terms of the discount or in-kind incentive to Merchant's customers, (ii) the discount or in-kind incentive is offered to all of Merchant's prospective customers, and (iii) the discount or in-kind incentive does not differentiate on the basis of the issuer or, except as expressly permitted by applicable state statute, Network. The offering of discounts or in-kind incentives in compliance with the terms of this paragraph will not constitute a violation of the provisions set forth above in the paragraph titled, "Treatment of the American Express Brand".

5. Treatment of the American Express Marks. Whenever payment methods are communicated to customers, or when customers ask what payments are accepted, Merchant must indicate Merchant's acceptance of the American Express Card and display the American Express Marks as prominently and in the same manner as any Other Payment Products. Merchant must not use the American Express Marks in any way that injures or diminishes the goodwill associated with the Mark, nor in any way (without the prior written consent of American Express) indicate that American Express endorses Merchant's goods or services. Merchant shall only use the American Express Marks as permitted by the Agreement and shall cease using the American Express Marks upon termination of the Agreement.

6. Treatment of American Express Cardmember Information. Any and all Cardmember Information is confidential and the sole property of the American Express Card issuer, American Express or its affiliates. Except as otherwise specified, Merchant must not disclose Cardmember Information, nor use nor store it, other than to facilitate transactions at Merchant's Establishments in accordance with the Agreement.

Exhibit C: Arbitration Agreement (as to Disputes involving American Express) (U.S.)

In the event that Merchant or WePay is not able to resolve a "Claim" (as defined in Section 11 below) against American Express, or a claim against WePay or any other entity that American Express has a right to join, this Exhibit C (this "Arbitration Agreement") explains how Claims may be resolved through arbitration. Merchant or American Express may elect to resolve any Claim by binding individual arbitration. Claims will be decided by a neutral arbitrator. If arbitration is elected by any party, neither Merchant nor WePay nor American Express will have the right to litigate or have a jury trial on that Claim in court. Further, Merchant, WePay, and American Express will not have the right to participate in a class action or in a representative capacity or in a group of persons alleged to be similarly situated pertaining to any Claim subject to arbitration under this Arbitration Agreement. Arbitration procedures are generally simpler than the rules in court. An arbitrator's decisions are final and binding, and the arbitrator's final decision on a Claim generally is enforceable as a court order with very limited review by a court. Other rights Merchant, WePay, or American Express would have in court may also not be available in arbitration.

1. Initiation of Arbitration. Claims may be referred to either JAMS or AAA, as selected by the party electing arbitration. Claims will be resolved pursuant to this Arbitration Agreement and the selected organization's rules in effect when the Claim is filed, except where those rules conflict with this Arbitration Agreement. Contact JAMS or AAA to begin an arbitration or for other information. Claims may be referred to another arbitration organization if all parties agree in writing, if American Express selects the organization and Merchant selects the other within 30 days thereafter or if an arbitrator is appointed pursuant to section 5 of the Federal Arbitration Act, 9 U.S.C. 1-16 (FAA). Any arbitration hearing will take place in the federal judicial district where Merchant's headquarters is located or New York, NY, at Merchant's election.

2. Limitations on Arbitration. If any party elects to resolve a Claim by arbitration, that Claim will be arbitrated on an individual basis. No Claim is to be arbitrated on a class or purported representative basis or on behalf of the general public or other persons allegedly similarly situated. The arbitrator's authority is limited to Claims between Merchant, WePay, and American Express. An arbitration award and any judgment confirming it will apply only to the specific case brought by Merchant, WePay or American Express and cannot be used in any other case except to enforce the award as between Merchant, WePay and American Express. This prohibition is intended to, and does, preclude Merchant from participating in any action by any trade association or other organization against American Express. Notwithstanding any other provision in this Arbitration Agreement, if any portion of these Limitations on Arbitration is found invalid or unenforceable, then the entire Arbitration Agreement (other than this sentence) will not apply, except that Merchant, WePay, and American Express do not waive the right to appeal that decision.

3. Previously Filed Claims/No Waiver. Merchant, WePay, or American Express may elect to arbitrate any Claim that has been filed in court at any time before trial has begun or final judgment has been entered on the Claim. Merchant, WePay, or American Express may choose to delay enforcing or to not exercise rights under this Arbitration Agreement, including the right to elect to arbitrate a claim, without waiving the right to exercise or enforce those rights on any other occasion. For the avoidance of any confusion, and not to limit its scope, this section applies to any class-action lawsuit relating to the "Honor All Cards," "non-discrimination," or "no steering" provisions of the American Express Merchant Regulations, or any similar provisions of any prior American Express Card acceptance agreement, that was filed against American Express prior to the Effective Date of the Arbitration Agreement to the extent that such claims are not already subject to arbitration pursuant to a prior agreement between Merchant and American Express.

4. Arbitrator's Authority. The arbitrator will have the power and authority to award any relief that would have been available in court and that is authorized under this Arbitration Agreement. The arbitrator has no power or authority to alter the Agreement or any of its separate provisions, including this Arbitration Agreement.

5. Split Proceedings for Equitable Relief. Merchant, WePay, or American Express may seek equitable relief in aid of arbitration prior to arbitration on the merits if necessary to preserve the status quo pending completion of the arbitration. This section shall be enforced by any court of competent jurisdiction, and the party seeking enforcement is entitled to seek an award of reasonable attorneys' fees and costs to be paid by the party against whom enforcement is ordered.

6. Small Claims. American Express will not elect arbitration for any Claim Merchant properly files in a small claims court so long as the Claim seeks individual relief only and is pending only in that court.

7. Governing Law/Arbitration Procedures/Entry of Judgment. This Arbitration Agreement is made pursuant to a transaction involving interstate commerce and is governed by the FAA. The arbitrator shall apply New York law and applicable statutes of limitations and honor claims of privilege recognized by law. The arbitrator shall apply the rules of the arbitration organization selected, as applicable to matters relating to evidence and discovery, not federal or any state rules of procedure or evidence, provided that any party may ask the arbitrator to expand discovery by making a written request, to which the other parties will have 15 days to respond before the arbitrator rules on the request. If Merchant's Claim is for $10,000 or less, Merchant may choose whether the arbitration will be conducted solely based on documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing under the rules of the selected arbitration organization. At the timely request of a party, the arbitrator will provide a written opinion explaining his/her award. The arbitrator's decision will be final and binding, except for any rights of appeal provided by the FAA. Judgment on an award rendered by the arbitrator may be entered in any state or federal court in the federal judicial district where Merchant's headquarters or Merchant's assets are located.

8. Confidentiality. The arbitration proceeding and all information submitted, relating to or presented in connection with or during the proceeding, shall be deemed confidential information not to be disclosed to any person not a party to the arbitration. All communications, whether written or oral, made in the course of or in connection with the Claim and its resolution, by or on behalf of any party or by the arbitrator or a mediator, including any arbitration award or judgment related thereto, are confidential and inadmissible for any purpose, including impeachment or estoppel, in any other litigation or proceeding; provided, however, that evidence shall not be rendered inadmissible or non-discoverable solely as a result of its use in the arbitration.

9. Costs of Arbitration Proceedings. Merchant will be responsible for paying Merchant's share of any arbitration fees (including filing, administrative, hearing or other fees), but only up to the amount of the filing fees Merchant would have incurred if Merchant had brought a claim in court. American Express will be responsible for any additional arbitration fees. At Merchant's written request, American Express will consider in good faith making a temporary advance of Merchant's share of any arbitration fees, or paying for the reasonable fees of an expert appointed by the arbitrator for good cause.

10. Additional Arbitration Awards. If the arbitrator rules in Merchant's favor against American Express for an amount greater than any final settlement offer American Express made before arbitration, the arbitrator's award will include: (1) any money to which Merchant is entitled as determined by the arbitrator, but in no case less than $5,000; and (2) any reasonable attorneys' fees, costs and expert and other witness fees incurred by Merchant.

11. Definitions. For purposes of this Exhibit C, "Arbitration Agreement (as to Claims involving American Express) (U.S.)" only, (i) American Express includes its affiliates, licensees, predecessors, successors, or assigns, any purchasers of any receivables, and all agents, directors, and representatives of any of the foregoing, (ii) Merchant includes Merchant's affiliates, licensees, predecessors, successors, or assigns, any purchasers of any receivables and all agents, directors, and representatives of any of the foregoing, and (iii) Claim means any allegation of an entitlement to relief, whether damages, injunctive or any other form of relief, against American Express or against WePay or any other entity that American Express has the right to join, including, a transaction using an American Express product or network or regarding an American Express policy or procedure.

Basically,

Merchants using WePay must agree to the Sub-merchant terms listed here in the Sub-merchant Agreement.

Information Summary Box
Date of contract Effective upon the date you accept this Agreement.
Acquirer Chase Payment Solutions Inc.*
100 Consilium Place, Suite 1700
Toronto (Ontario)
M1H 3E3 Canada
Tel: 1-800-265-5158
*Chase Payment Solutions Inc. (“CPSI”) provides the WePay service in Canada. CPSI becomes the merchant’s agent for the delivery of debit and credit card transactions to JetPay (Debit and Credit processing company) via the applicable processing network.
Cancellation
of contract and any
applicable penalties
Agreement can be terminated any time without penalty.
Complaint handling procedures Should you have a complaint, please review our complaint resolution process.
Transaction return policy No card acceptance fees apply to transaction returns.
Code of Conduct The Code of Conduct can be accessed through the following link:
http://www.fcac-acfc.gc.ca/Eng/forIndustry/publications/lawsReg/Pages/CodeofCo-Codedeco.aspx
Statements You can view your statements online by logging into your WePay account at www.wepay.com/login or by logging into your account with a platform that has integrated the WePay service.


WePay Terms of Service - Canada

WePay is changing its Terms of Service effective July 12, 2019 to reflect the name change of the Canadian Payments Association to Payments Canada.

These Terms of Service are a legal agreement (this "Agreement") between you ("Merchant," "you" or "your") and Chase Paymentech Solutions Inc. doing business as WePay ("WePay," "us" or "our") for itself and on behalf of JPMorgan Chase Bank, N.A. ("Member") for the purposes of Visa and MasterCard acceptance. Under the terms of this Agreement, WePay for itself and on behalf of JPMorgan Chase Bank, N.A., will be the provider to Merchant of the services necessary to authorize, process, and settle all the Merchant's credit card transactions as set forth in the Agreement. WePay offers these services exclusively through integrations with third-party websites (“Platforms”). The Platform through which you access WePay services might have its own terms of service and privacy policy that apply to you. This Agreement incorporates by reference all policies, notices, and other content that appear on our website at www.wepay.com as well as policies, notices, and other content concerning the WePay services that appear on the Platform’s website (collectively, the "Website").

Pre-Authorized Debit Authorization

  1. Merchant acknowledges that this authorization (the “Authorization”) is provided for the benefit of WePay and the financial institution where the Settlement Account is held (the “Financial Institution”) and is provided in consideration of the Financial Institution agreeing to process all credits and debits against Merchant’s Settlement Account(s) in accordance with the Rules of Payments Canada, formerly known as the Canadian Payments Association. Capitalized terms not otherwise defined in this Authorization have the respective meanings assigned to them in the Agreement.
  2. Merchant warrants and guarantees that Merchant is the only person whose signature is required to sign on the Settlement Account and that Merchant’s acceptance of this Authorization and the Agreement constitutes Merchant’s electronic signature. Merchant acknowledges that Merchant’s acceptance of this Authorization constitutes delivery by Merchant of this Authorization to WePay and to Financial Institution.
  3. Merchant hereby authorizes WePay to draw on the Settlement Account for the purpose of paying WePay all regular occurring payments required under the Agreement including, but not limited to, the following: all payments required to establish a Reserve Account, the payment of all fees, charges and other amounts Merchant has agreed to pay for services under the Agreement, all payments of Refunds and Chargebacks, all payments of fees, charges, fines, assessments, penalties or other liabilities that may be imposed on WePay or Merchant, all related costs and expenses incurred by WePay, and any other amounts owing to WePay pursuant to the Agreement or any other agreement between Merchant and WePay (a “pre-authorized debit” or “PAD”). In particular, Merchant agrees that if any payment is dishonoured by Merchant’s Financial Institution for any reason, WePay shall be entitled to issue another debit in substitution for the dishonoured debit. WePay shall be under no liability whatsoever caused by a dishonoured debit.
  4. Merchant acknowledges that the debits authorized pursuant to this Authorization are for business purposes, as defined under Rule H1 of Payments Canada.
  5. The details of the Settlement Account that WePay is authorized to draw on are as input by Merchant on the Website.  Merchant will update the Website promptly with any change to the Settlement Account information. If Merchant changes the Settlement Account, Merchant is responsible for all costs incurred by WePay in connection with such change.
  6. Merchant acknowledges that the Financial Institution is not required to verify that (i) a PAD has been issued in accordance with the particulars of this Authorization or (ii) any purpose of payment for which the PAD has been issued has been fulfilled by WePay as a condition to honouring a PAD issued on Merchant’s Settlement Account.
  7. Merchant may revoke this Authorization upon thirty (30) days’ prior written notice to WePay, but any such revocation shall constitute a material breach of the Agreement.  Revocation of this Authorization does not terminate the Agreement. WePay may debit the Settlement Account up until the time when the revocation is implemented by WePay. You may obtain a sample cancellation form, as well as further information on your right to cancel an Authorization by contacting your Financial Institution or by visiting Payments Canada website (https://www.payments.ca/).  Unless revoked, this Authorization remains in effect after termination of the Agreement until all Merchant’s obligations under the Agreement have been paid in full.
  8. Merchant understands that Merchant has certain recourse rights if any debit does not comply with this Authorization. For example, Merchant has the right to receive reimbursement for any debit that is not authorized or is not consistent with this Authorization. To obtain more information on Merchant’s recourse rights, Merchant may contact Financial Institution or visit https://www.payments.ca/.
  9. A PAD may be disputed by Merchant in accordance with the Rules of Payments Canada. In order to be reimbursed, Merchant acknowledges that a declaration must be completed and presented to the Financial Institution holding the Settlement Account up to and including 10 business days after the date on which the PAD in dispute was posted to the Settlement Account. Merchant acknowledges that a claim that the Authorization was revoked for any other reason is a matter to be resolved solely between WePay and Merchant when disputing any PAD after 10 business days.
  10. Merchant acknowledges that WePay may assign this Authorization, whether directly or indirectly, by operation of law, change of control, or otherwise, by providing at least 10 days prior written notice to Merchant.
  11. Merchant understands that Merchant can contact WePay at the following address to make any inquiries, obtain information or seek any recourse rights: 350 Convention Way, Suite 200, Redwood City, California 94063 U.S.A., 1-855-469-3729, support.wepay.com.
  12. Merchant consents to the disclosure of any personal information that may be contained in this Authorization to the financial institution at which WePay maintains its account to be credited with the PADs as far as any such disclosure of personal information is directly related to and necessary for the proper application of the Rules of Payments Canada.
  13. Merchant hereby waives the right to receive any notice from WePay of the amount to be debited to the Settlement Account and the dates on which the debits will be processed, as well as notice of any and all future changes to the amounts or payment dates.

As the person signing electronically on behalf of the business Merchant (“Administrator”), you certify that you are an owner, partner, director or officer of the Merchant and have been duly authorized to sign this Authorization and Agreement on behalf of the Merchant. Merchant hereby acknowledges that it has received and read: (1) this Authorization, (2) the Agreement, (3) the Information Summary Box above, and (4) the fees as set forth on the Website.

BY ACCEPTING PAYMENT INSTRUMENTS AND REMITTING TRANSACTION DATA HEREUNDER, YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED AND READ AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET OUT IN NUMBERS (1) THROUGH (4) ABOVE, AS UPDATED BY US FROM TIME TO TIME. IF YOU DO NOT WISH TO ACCEPT ALL OF SUCH TERMS, YOU MUST NOT ACCEPT PAYMENT INSTRUMENTS OR SUBMIT TRANSACTION DATA TO US.

Merchant and the Administrator consent to WePay or its designees investigating and verifying the credit and financial information of, and obtaining credit reports from credit reporting agencies or credit bureaus on each of them (and this is prior written notice for so doing and retaining copies). If WePay approves the account, subsequent credit reports may be required or used on any of them in connection with the maintenance or renewal of the Agreement. The Merchant and Administrator each agrees that all business references, including banks, may release any and all credit and financial information to WePay for the purpose of evaluating the suitability of Merchant for the WePay services. Merchant and Administrator expressly consent to WePay's collection, storage and use of this and other non-public personal information in accordance with our Privacy Policy and specifically as part of our credit investigation, and acknowledge that your social insurance number (if provided), date of birth and driver's license number will be used for credit matching and identity verification throughout the term hereof. WePay may exchange your personal information with financial institutions (including without limitation the parties to this Agreement) and Card Organizations for the purpose of providing you with the requested products and services and for security measures in relation to your account. You represent that you are entering into this Agreement in your capacity as a business and not as an individual consumer, that you are a legal resident of Canada, and that you have a valid business identification number that you will provide to WePay.

Merchant represents and warrants that all information submitted on the Website, and the related information submitted in conjunction therewith, is true, complete and not misleading. By accepting this Authorization, Merchant hereby declares that Merchant is not acting on behalf of a third party and that the account referred to herein does not have any beneficial owners.

Electronically signed versions of this Authorization shall be binding and enforceable against the parties and have the same force and effect as if they were original signatures.

FRENCH LANGUAGE: IT IS THE EXPRESS WISH OF THE PARTIES THAT THIS AUTHORIZATION AND ANY RELATED DOCUMENTS BE DRAWN UP AND EXECUTED IN ENGLISH. LES PARTIES CONVIENNENT QUE LA PRÉSENTE AUTHORISATION ET TOUS LES DOCUMENTS S'Y RATTACHANT SOIENT RÉDIGÉS ET SIGNÉS EN ANGLAIS.

Merchant Agreement Terms and Conditions

Article A - Definitions

1. "Account and Transaction Information" means information that is necessary to process Card transactions correctly, including all information recorded electromechanically or otherwise on a Card, and more specifically includes: (i) any information used to authenticate a Card payment transaction such as, but not limited to, payment card number, payment card expiration date, Personal Identification Number (PIN), Card Verification Value (CVV), Card Verification Value2 (CVV2), passwords, pass phrases, digital certificates, and biometric authentication mechanisms, (ii) any information obtained during the processing of a Card payment transaction that otherwise identifies individual consumers and their purchases. The information includes consumer name, purchase description, purchase amount, and other details of the Card transaction. However, Account and Transaction Information does not include consumer name, purchase description, purchase amount and other details of the Card transaction, if such information is specifically provided by the cardholder independent of the Card transaction.

2. "Card" means any valid credit card or debit card issued by a member of a Card Organization and bearing its respective trade names, trademarks, and/or trade symbols, that Merchant is approved to accept under this Agreement.

3. "Card Not Present" or "CNP" transactions means any instance where a Card transaction is initiated by a cardholder where a physical Card is not presented to the Merchant, as in the case of mail orders ("MO"), telephone orders ("TO"), orders via the Internet ("IO") and pre-authorized orders ("PO").

4. "Card Organization" means MasterCard, Visa, Interac Association, Maestro or any other Card organization, bank association or the issuer of any other Card of any association or network.

5. "Chargeback" means a Sales Record which is returned to WePay after it was settled in accordance with the Rules.

6. "Credit Record" means all documents, whether in hard copy or electronic form, used to evidence any refund or price adjustment given by Merchant to a cardholder for a previous sales transaction, which must conform to the Rules. The format for each Credit Record must be approved by Servicers.

7. "Effective Date" means the date this Agreement is accepted by Merchant.

8. "Failure" means the Services do not substantially perform in accordance with the User Documentation.

9. "Fees" means the fees set out on the Website which are the fees that you are obliged to pay for the Services, whether they relate to credit, debit or other transaction Services provided hereunder. In addition to fees for the Services, WePay may charge you CA$15.00 per chargeback (in addition to the amount of the chargeback).

10. "Interchange" shall mean the amounts charged by Card Organizations (including without limitation interchange fees, dues and assessments, and debit network fees) in connection with the Merchant's transactions, the liability for which shall be the sole responsibility of the Merchant.

11. "Member" means the entity(ies) providing sponsorship to WePay as required by all applicable Card Organizations. Member is a principal party to this Agreement and Merchant’s acceptance of Card Organization products is extended by the Member

12. "Merchant Discount Rate" means that Fee calculated by applying a percentage to the dollar amount of the gross bankcard sales dollar volume.

13. "Permanent Fix" means a fully tested and quality controlled error correction to a Failure in the Services.

14. "POS Material" shall mean point of purchase marketing material provided by WePay.

15. "Relief" means an immediate solution or Permanent Fix to a Failure or a Workaround that avoids the Failure or reduces the impact of such Failure until such time that a Permanent Fix is available, but excludes recovery or restoration of a system database or similar task.

16. "Reserve Account" means those funds held at a bank for the purposes set forth in Section 88.

17. "Rules" means the written rules and regulations imposed or adopted by any Card Organization as the same may be amended from time to time all of which are incorporated herein by reference. The Rules are published on the web sites of the Card Organizations.

18. "Sales Record" means all documents, whether in hard copy or electronic form, used to evidence the sale of Merchant's goods and/or services through the use of Cards. The format for each Sales Record must be approved by Servicers.

19. "Servicers" include but are not limited to Member and WePay.

20. "Services" means access to, interface with and processing of Card authorization and settlement transactions of Merchant's customers.

21. "Services Support" includes, without limitation, the provision of: (i) relief to reported and documented errors in the Software; (ii) answers to questions regarding the use of the Services; (iii) assistance with the interface to WePay's server; (iv) coordination with Merchants' card processor and bank and communication to the card processor; (v) assistance with interfacing of the transaction data with legacy systems; (vi) testing of interface to WePay's server; and (vii) training on the use of the Services.

22. "Settlement Account" means a demand deposit account established at a Canadian financial institution and identified by the Merchant on the Website capable of receiving credits and debits from WePay for the limited purpose of debiting or crediting Merchant for Card transactions under this Agreement.

23. "Software" means the Services, User Documentation all copyrights, know-how, trade secrets, trademarks, service marks, trade names, patents, and other proprietary rights.

24. "Threatening Condition" means a Merchant's conduct or Merchant's products which violates applicable law or poses a threat to WePay's systems, equipment, processes, or intellectual property.

25. "Terminal" shall mean an automated banking machine, IDP terminal, or other device that, in conjunction with a Card, provides a cardholder access to the Services.

26. "Transaction" means a pre-auth, post-auth, void, sale, credit or Chargeback transaction that the Merchant attempts or successfully processes hereunder.

27. "Transaction Record" means either a Credit Record or a Sales Record, individually or collectively.

28. "User Documentation" means all materials which may include online or electronic documentation associated with the Services or on the Website, as amended from time to time.

29. "Workaround" means the temporary prevention of the reoccurrence of a Failure after implementation of a specific procedural or process change.

Article B - Services

30. Prior to activation of the Services, WePay shall establish an account in Merchant's name, which Merchant may access through the Website. Merchant shall select a personal password and shall not disclose that password except to WePay and persons authorized by Merchant to access Merchant's account with WePay. Merchant shall be entirely liable for all activities conducted through Merchant's account or otherwise hereunder. Merchant must provide accurate and complete information to WePay. Specifically, when Merchant registers for WePay, Merchant must demonstrate that Merchant can receive email at the email address Merchant provides. If Merchant does not confirm Merchant’s email address, then (a) fourteen (14) days after Merchant accepts its first payment, Merchant will not be able to accept additional payments, and (b) thirty (30) days after Merchant accepts its first payment, WePay will refund to Merchant’s payers all of the payments Merchant has accepted. In addition, in order to settle the payments Merchant has accepted to Merchant’s bank account or other instrument, Merchant must provide to WePay identity and settlement information (such as Merchant’s bank account information). If Merchant does not provide identity and settlement information, then (a) thirty (30) days after Merchant accepts its first payment, Merchant will not be able to accept additional payments, and (b) unless Merchant provides identity and settlement information promptly, WePay will refund to Merchant’s payers all of the payments Merchant has accepted. Finally, if at any time WePay is unable to verify that the identity information Merchant provided is correct and up-to-date, then, unless Merchant provides verifiable information promptly, (a) WePay will disable Merchant’s Account so that Merchant cannot accept additional payments, and (b) WePay will refund to Merchant’s payers all of the payments that Merchant has accepted but not settled. Neither Member, WePay, nor a platform that has integrated WePay, will have any liability to Merchant for its inability to accept payments or for refunds pursuant to this paragraph.

31. WePay will provide Merchant with the Services in accordance with the User Documentation. WePay reserves the right to change any aspect of the Services, including, without limitation, Fees, terms and conditions of this Agreement and the characteristics of the Services, upon 90 days advance notice. Notice of change as provided in this section shall be deemed to have been given upon electronic posting on Website at https://go.wepay.com for a period of not less than seven consecutive days. Merchant's continued use of the Services following notice of any such revision in the foregoing manner shall be conclusively deemed acceptance of all of such revisions.

32. WePay grants Merchant a non-exclusive, non-transferable, revocable, limited sub-license for a term beginning on the first day on which Merchant accesses the Services and ending when Merchant closes Merchant's WePay Account to use the Software. Merchant agrees that WePay and its licensors are the sole owners of all right, title and interest in and to the Software. Merchant shall not commit any act that might prejudice or adversely affect the validity of such ownership. Merchant may make a reasonable number of copies of User Documentation for use only by Merchant and its employees.

33. Merchant shall not reverse engineer, decompile, disassemble, translate, modify, decompile or disclose to any third party the Software nor shall it do so to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listing for the Software. Merchant shall have no right to use, market, distribute, sell, sub-license, deliver or otherwise transfer the Software or any part thereof either for or to any third party. Merchant shall not alter any trademarks, trade names, logos, patent or copyright notices, or other notices or markings, or add any other notices or markings to the Software or any part of any of them, or any of their supporting materials, documentation or packaging. Merchant will not challenge WePay's ownership of the Software or any part of either or do anything that would contest or impair any of WePay's rights therein and its components. Any future additions, modifications, versions, upgrades or updates of the Software released to Merchant shall be deemed to be part of the Software and shall benefit from the restrictions set out herein.

34. WePay shall be entitled to create, distribute and sub-license aggregate statistical and database compilations derived from Merchant data and Merchant's customers data, such as demographics, site traffic, viewing and navigation patterns, and transaction characteristics.

35. Merchant agrees that WePay may refer to Merchant by trade name and trademark and may describe Merchant's business in WePay's marketing materials, press releases, announcements and website. Merchant grants WePay a limited license to use any Merchant trade names and trademarks solely in connection with the rights granted to WePay pursuant to this section. All goodwill associated with Merchant's trade name and trademarks will inure solely to Merchant. Merchant may display WePay slogans together with the WePay logo, or any other WePay trademark or service mark or logo, on Merchant's web site or marketing literature only after obtaining WePay's written approval. All goodwill associated with WePay's trade name, trademarks, slogans and logos will inure solely to WePay.

Article C - Merchant's Responsibilities

36. Merchant represents, warrants and covenants that: (i) its use of the Services and Merchant's web site shall comply with all applicable laws; (ii) its web pages shall not contain and Merchant shall not propagate, distribute, house, process, store or otherwise in any way handle material that is pornographic, obscene, lewd, lascivious, excessively violent, harassing, harmful, offensive, disparaging or defamatory, that invades any right of privacy or that infringes upon any intellectual property rights of any person; (iii) it shall not transmit or store any information, data or material in violation of any applicable international, federal, provincial, state or local regulation or law; (iv) it shall comply with all applicable Rules; (v) it will not use the Services for illegal purposes, or to interfere with or disrupt other network users, network services or network equipment; (vi) it shall comply with all applicable local, provincial, state and federal laws governing the transmission, storage, production, and/or retrieval of electronic information; and (vii) it will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information provided pursuant to this Agreement to anyone without first complying with all export control laws and regulations which may be imposed by the United States, Canada and any country or organization of nations within whose jurisdiction Merchant operates or does business.

37. The Merchant represents, warrants and guarantees that it shall not use the Services for any Transactions that:

  1. have been submitted in violation of any Rule;
  2. are submitted in breach of any provision of this Agreement;
  3. are submitted while Merchant is in breach of this Agreement;
  4. are submitted while the Merchant or any of its affiliates or directors, officers, employees, agents or representatives are listed on the Member Alert To Control High-Risk merchants list of MasterCard ("Match List") in Canada or the United States;
  5. are submitted for processing by Merchant after Merchant has previously sent the same Transaction to another acquiring bank that has declined to process the Transaction;
  6. are for the purchase of products or services that are illegal;
  7. submitted prior to the term or following termination of this Agreement;
  8. are not approved or that are declined by WePay or its designee hereunder;
  9. are known or suspected to be fraudulent or unacceptable by Merchant regardless of whether Merchant has been given notice of such Transactions to WePay;
  10. do not have a face amount that is the same as the Chargeback amount;
  11. have failed address verification;
  12. do not relate to products or services sold in the ordinary course of the business of the Merchant;
  13. are for goods or services never advertised or promoted by Merchant in any way;
  14. have already been subject to a partial refund hereunder or otherwise;
  15. are for a customer who is a shareholder, director, officer, employee, agent or representative of Merchant or any of its affiliates;
  16. for the purposes of e-wallet, virtual cash or other payment aggregation services;
  17. are for a good or service that is being sold for a price other than the posted price;
  18. are for a good or service that has been returned to you; or
  19. are in connection with the following activities, items or services:
Category Activities
Adult Adult sites, content, sexual services, child pornography, bestiality, escort services, mail order brides, massage parlors
Dating services
Massage parlors
Aggregation Payment facilitator to other merchants
Auctions Internet auction, bidding fee auction, penny auction
Cash, stored value, virtual currency Cash or cash equivalent, purchase of gold, silver, platinum, palladium, bullion and/or bars (collectibles are not prohibited)
Digital Wallet, stored value, prepaid companies, prepaid phone cards or phone services, sale of mobile minutes, or quasi cash
Scrip-dispensing terminal
Virtual currency or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world
Debt Bail bond services or bankruptcy lawyers
Credit counseling or repair services; debt elimination, consolidation or reduction services; factoring or liquidators
Credit protection or identity theft protection services
Damages, losses, penalties, or fines of any kind; alimony, child support, or other court-ordered payments
Debt collection; payment for a dishonored check or for an item deemed uncollectible by another merchant
High interest rate non-bank consumer lending, including payday lending and title loans
Loan payments transacted on a credit card
Drug Drugs or drug paraphernalia
Marijuana dispensaries and related products or services
Peptides
Personal enhancement products or nutraceuticals - vitamins, supplements, herbals, weight loss programs
Pseudo pharmaceuticals
Pharmaceuticals, internet pharmacies
Education For profit higher education
Financial services Banks, credit unions, savings and loan associates, unit trusts, mutual funds, foreign exchange, Bureau de Change
Buy here, pay here (in-house financing)
Cash advances
Currency exchanges or dealers
Money transfer, wire transfers, money orders, money transmitters, and check cashing, including merchants required to be registered as money services businesses
Payable through accounts (foreign or domestic)
Gambling, lottery Gambling or betting, including lottery tickets, casino gaming chips, off-track betting, sports forecasting or odds making, fantasy sports, memberships on gambling-related internet sites and wagers at races, contests, sweepstakes, raffles, and offering prizes as an inducement to purchase goods or services
High Risk Astrology and related prediction or forecasting services
Brand damaging
Career placement or advice center merchants
Cyberlockers, file sharing, file storage
Delayed delivery merchants where the good or service is not shipped, delivered, or fulfilled when the card transaction is processed but is to occur at a future date
International card sales greater than 20% of total sales
Lifetime guarantee
Merchants who are known to test or conduct research on animals
Merchants who are known to have labor/working condition issues
Merchants who are involved in developments that involve land acquisition and involuntary resettlement
Merchants who are known to have experienced material community issues (e.g., demonstrations, blockades, security threats)
Merchants whose proceeds may have the potential to impact indigenous peoples
Merchants who have been subject to allegation and impacts related to human rights violations
Money back guarantees exceeding 30 days
Motor vehicle sales
Online help for classes, homework or assignments
Online personal computer technical support
Pawn shop
Private prison operators
Psychic services
Sale of airline, hotel, rental, or other miles or points
Sale of products or services identified by government agencies to have a high likelihood of being fraudulent
Sale of social media activity
Sale or exchange of animals and regulated items such as animal pelts
Shipping or forwarding brokers
Illegal Counterfeit or possibly counterfeit goods, or products that infringe on the intellectual property rights of others
Deceptive, unfair, or predatory practices
Forced child labor/human trafficking, slavery
Hate, violence, racial intolerance, terrorism, the financial exploitation of a crime, or items or activities that encourage, promote, facilitate, or instruct others regarding the same
Unlawful activities, illegal substances or products, or items that encourage, promote, facilitate, or instruct others regarding the same
Investment, real estate Commodity trading or security trading; equities (including stocks, bonds, or any other ownership position in a corporation)
Crowdsourced fundraising for stock or equity
Distressed property sales and marketing; real estate filling
Goods or services to be delivered more than four (4) months in the future, with an intention of gaining return on investment
Mortgage accelerator processors
Timeshares, timeshare resales, and related marketing
Marketing Buyers clubs, membership clubs
Direct marketing - inbound telemarketing
Direct marketing - negative option, renewal, or continuity subscription practices
Direct marketing - travel-related arrangement services
Discount coupon merchants or online sites
Discount medical or dental plans, including discount insurance
Door to door sales
Informercial merchants
Lead generation businesses
Lifetime payments for timeshares, guarantees, and the like
Marketing activities involving "pay only for shipping" and/or "free trial" periods
Multi-level marketing businesses, pyramid sales
Outbound telemarketers and telecom merchants
Rebate or upsell merchants
Militia Cross border military related goods
Militia, armed groups or armed gangs
Political parties Consulates, embassies, missions to the United Nations
Political organizations
Regulated Age restricted products or services, such as alcohol
Firearms, including ammunition
Hookah
Other weapons that are not related to firearms
Tobacco, cigarettes, e-cigarettes
Telecomm Telecommunications, including wireless, cable, satellite, wireline, and ISP
Travel Airlines, including charter air carriers
Cruise lines
Travel agencies or tour operators
Travel industry, including car rental and lodging

    Please contact activity-inquiry@wepay.com if you have questions about whether these categories apply to you.

    38. Merchant shall not surcharge for any Transactions, nor shall it post any signs indicating any minimum value for Transactions nor shall it require any such minimum of its customers if prohibited by the Card Organizations.

    39. Merchant shall not mislead any cardholder into believing that their transaction is being processed on one card when it is really being processed on another.

    40. Servicers, Visa, MasterCard and the issuing banks of the Card Organizations all have the right to chargeback any credit or debit transaction processed through the Services to the extent that such transaction is presented or processed in violation of the applicable Card Organization rules, this Agreement or where the cardholder disputes the transaction pursuant to the applicable Card Organization rules.

    41. All chip Card transactions must be authorized online. In the event that such authorization is not completed for whatever reason, the Merchant must require the cardholder to make payment by means other than the chip Card.

    42. Merchant represents and warrants that it is a single business entity and is not comprised of more than one business unit which: (i) must provide separate financial reports at Merchant's bank; (ii) are located at different geographical locations; (iii) are listed as separate business units in either Merchant's financial statements or that of Merchant's parent organization; or (iv) carry separate financial accountability within the Merchant's organization or by Merchant's bank.

    43. Merchant shall be solely responsible for all telephone, computer, hardware and software equipment and services necessary to access and utilize the Services. Merchant shall bear all collection risk (including, without limitation, card fraud and any other type of credit fraud or Merchant disputes including chargebacks) with respect to sales of its products or services and shall bear all responsibility and liability for the proper payment of all taxes which may be levied or assessed (including, without limitation, sales taxes) in respect of sales of its products or services. Merchant is responsible for insuring that the cardholder understands that the Merchant is responsible for the transaction, including goods and services related to customer service, dispute resolution and the performance of the terms and conditions of the transaction. Merchant must inform cardholder prominently and unequivocally of the identity of the Merchant at all points of interaction.

    44. Merchant shall not directly or indirectly (and shall not knowingly cause or permit anyone to) reproduce or prepare any derivative work based upon the Services or any other proprietary information belonging to WePay. Merchant agrees to secure and protect tangible forms of the Software so as to maintain the rights of WePay and its licensors.

    45. Merchant is responsible for its employee's actions while in Merchant's employ.

    46. Merchant agrees that the User Documentation shall be disclosed only to its employees as are necessary to facilitate the Services, shall not be disclosed to third parties without the written consent of WePay and shall be kept in a safe and secure location.

    Data Security

    47. Merchant is required to follow and comply with the Rules. The Card Organizations may impose different compliance requirements on different types and levels of Merchants. The Card Organizations may impose restrictions, fines, or prohibit Merchant from participating in Card Organization programs if it is determined Merchant is non-compliant with such programs. Merchant understands that it must be in compliance with data security regulations for its type or level of Merchant as defined by the Card Organizations security procedures as well as comply with general security procedures. Servicers will endeavour to provide Merchant with amended operating procedures outlining the various Card Organization requirements with regard to data security, and other matters, pursuant to the terms of this Agreement, but failure to do so shall in no way diminish the obligation of the Merchant to comply with such requirements nor shall it be a breach of this Agreement. Merchant shall maintain compliance with all Card Organization, and PCI Data Security Standards, LLC procedures and regulations, and to pay any and all fines levied by the applicable Card Organization for its non-compliance. In addition, WePay may provide you with its own Operating Guidelines which shall be binding upon you upon receipt thereof.

    48. Servicers may in their sole discretion, suspend or terminate card processing services under the Agreement for any actual or anticipated data security compromise. Notwithstanding anything in this Agreement to the contrary, Merchant agrees to indemnify and hold Servicers harmless from and against all losses, liabilities, damages and expenses (including lawyers' fees and collection costs) brought by a third party resulting from Merchant's failure to comply with the Rules, and in particular Card Organization data security rules.

    Debit Transactions

    49. In respect of all debit Transactions eligible for the Services, you shall comply with all Rules, guidelines and instructions of Servicers, Visa, and MasterCard such as they may be from time to time. You shall never use the debit card except for the sole purpose of completing a bona fine debit Transaction. You assume full and exclusive responsibility for any use of the passwords or access codes to the Software. You undertake to change the passwords in the Software from time to time. You agree that any of Servicers or their respective agents may perform a security audit of your premises and systems in order to verify your compliance with the terms hereof.

    Visa Debit Transactions

    (a) Without limitation, in respect of all Visa debit Card transactions in respect of which the Services are used: If you elect to accept Visa credit Cards you are not required to accept Visa debit Cards issued by Canadian issuers;
    (b) if you accept Visa credit Cards you must also accept Visa debit Cards issued by issuers other than Canadian issuers;
    (c) With the exception of your right to elect to not accept Visa debit Cards issued by Canadian issuers, if you accept Visa credit Cards you must accept all forms thereof and you must permit for customers to elect which form of payment they may wish to use;
    (d) If a Fees Card holder requests for a transaction to be processed on the Visa Card, you must honour those instructions;
    (e) Any transaction on a Visa debit Card by a Merchant that has elected to not accept Visa debit Cards or where the cardholder has elected to not carry out a Visa debit Card transaction, shall be deemed an improper use of the Services and shall not be a transaction for the purposes of this Agreement; and
    (f) Foreign Visa debit Card transactions are handled in the same manner as domestic Visa debit Card transactions.

    Maestro Services

    Without limitation, in respect of all Maestro Card transactions in respect of which the Services are used:
    (g) the Maestro marks must be displayed at the Terminal location in the same size and prominence as the other Card Organization brands displayed and subject to the Card Organization rules;
    (h) where the Maestro marks are displayed, Cards must be accepted without discrimination as any other forms of payment. You are entitled to opt out of the Maestro program without incurring any administrative fee or cancellation fee hereunder;
    (i) all contactless Maestro Card transactions require the use of a PIN;
    (j) unless expressly permitted by applicable law and WePay in writing, the Merchant may not oblige cardholders to pay a surcharge or any part of the Fees in relation to a transaction will stop the Merchant may, however, provide a discount to the cardholder for cash payments;
    (k) the Merchant may charge a fee, such as commission, postage, expedite service or convenience fees, if the Fees imposed on call like transactions regardless of the form of payment used;
    (l) a Maestro Card unintentionally left at a Merchant location can be return to the cardholder by the Merchant only up until the close of the following business day of the Merchant. The Merchant may only return such Card to the cardholder if they provide positive identification. If the cardholder does not claim the Maestro Card within such delay, the Merchant should seek instructions from WePay what to do with the Card.

    Merchant Operating Guide; Rules

    50. You agree to comply with all requirements of this Agreement and the Operating Guide. You also agree to comply with the Rules, including but not limited to the information available on the following websites:

    http://www.mastercard.com/ca/merchant/en/getstarted/rules.html
    http://corporate.visa.com/pd/rules/main.jsp

    Your receipt or non-receipt of the operating guidelines of any of Visa, MasterCard, or any other Card Organization whose cards you wish to accept will not change your continuing obligation to honour them.

    51. The Card Organizations have established guidelines, merchant monitoring programs and reports to track merchant activity such as, but not limited to excessive credits and Chargebacks, and increased deposit activity. In the event you exceed the guidelines or submit suspicious transactions as identified by a Card Organization or any related program or reports, you may be subject to: (i) operating procedure requirement modifications; (ii) incremental Chargebacks and/or fees; (iii) settlement delay or withholding; (iv) termination of this Agreement; and/or (v) audit and imposition of fines.

    Trademarks

    52. Merchant's use of the Card Organization trademarks must comply with all applicable requirements of the Rules. Merchant's use or display of the trademarks will terminate upon termination of this Agreement or upon notification by the Card Organizations that Merchant must discontinue such use or display. Nothing in this Agreement shall grant any right to Merchant in any name, mark or trademark of any Card Organization.

    Article D - Services Support

    53. WePay will make commercially reasonable efforts to provide Services Support on a timely basis.

    54. Prior to submitting a support request to WePay, Merchant will first troubleshoot its system to determine if issues may be arising from other software or hardware of the Merchant, its Internet service provider, the Internet or other variables outside the control and domain of WePay. Merchant may be charged by WePay, at WePay's discretion, for products or technical support which are not covered under the Services Support policies and procedures of WePay then in effect. WePay will advise Merchant of the possibility of charges for any products or technical support requested prior to proceeding.

    Article E - Fees

    55. Merchant promises to pay WePay, its successors and assigns fees for the Services set forth on the Website, and any other fees deemed applicable by WePay, including but not limited to Fees. Merchant waives any right to off-set against any of the Fees. There shall be added to all Fees an amount equal to all taxes, however designated, levied or based, including, without limitation, sales and use taxes imposed in connection with the Services. Merchant agrees that said Fees shall be paid from, and withdrawn by WePay from, proceeds of Transactions. Failing which, Merchant agrees that WePay may withdraw said payment from the Settlement Account.

    56. UNDER NO CIRCUMSTANCES SHALL WEPAY OR MEMBER BE LIABLE TO MERCHANT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS OF THE AGGREGATE FEES PAID BY MERCHANT UNDER THIS AGREEMENT DURING THE 12 MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.  THE EXCLUSIONS AND LIMITATIONS OF THIS SECTION WILL NOT APPLY IN JURISDICTIONS THAT PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LIMITATIONS ON THE DURATION OF AN IMPLIED WARRANTY.

    57. Settlement Account. Merchant shall maintain a Settlement Account at a Canadian institution acceptable to WePay with a balance of available funds sufficient to accommodate Merchant's obligations under this Agreement. WePay may debit the Settlement Account daily for the Fees. Merchant agrees to work with WePay to help resolve any problems in crediting/debiting the Settlement Account. Merchant agrees to be bound by the terms of the operating rules of Payments Canada, formerly known as the Canadian Payments Association, as may be amended from time to time. Merchant authorizes WePay to access information from the Settlement Account and to initiate credit and/or debit entries and adjustments to the Settlement Account, by bank wire or Electronic Funds Transfer (EFT) and/or through direct instructions to the financial institution where the Settlement Account is held, for amounts due under this Agreement as well as for any credit entries in error. Merchant authorizes the financial institution where the Settlement Account is maintained to effect all such debits and credits to the Settlement Account. This authorization is without respect to the source of any funds in the Settlement Account, is irrevocable, and is coupled with a security interest, and shall remain in full force and effect until WePay has given written notice to the financial institution where the Settlement Account is maintained that all monies due under this Agreement have been fully satisfied. All settlements for MasterCard and Visa Card transactions shall be net of credits/refunds. Applicable discount fees, transaction fees, Chargebacks, or any other amounts due from Merchant will be debited automatically by EFT from the Settlement Account when due. All credits to the Settlement Account or other payments to Merchant are provisional and are subject to, among other things, final audit by WePay, Chargebacks, fees, assessments, and fines imposed by the Card Organizations. Merchant agrees that WePay may debit or credit the Settlement Account for any deficiencies, overages, fees, fines, charges, and pending Chargebacks, or may deduct such amounts from settlement funds due to Merchant. Alternatively, Servicers may elect to invoice Merchant for any such amounts, which amounts shall be payable within 30 calendar days of the date of such invoice or on such earlier date as may be specified by Servicers.

    Fees Adjustments

    58. Servicers may increase and/or implement new fees for Services for any other reason by notifying you 90 days prior to the Effective date of any such change.

    Indemnification, Limitation on Liability and Exclusion of Special Damages

    59. MEMBER AND WEPAY’S CUMULATIVE LIABILITY FOR ALL LOSSES, CLAIMS, SUITS CONTROVERSIES, BREACHES OR DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE OPERATING GUIDE) AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY SHALL NOT EXCEED THE LESSER OF (I) $1,000; OR (II) THE AMOUNT OF FEES RECEIVED BY US PURSUANT TO THIS AGREEMENT FOR SERVICES PERFORMED IN THE PRECEDING 12 MONTHS, WHICHEVER IS LESS.  UNDER NO CIRCUMSTANCES SHALL SERVICERS BE LIABLE TO MERCHANT OR ANY THIRD PARTY FOR ANY LIQUIDATED, INDIRECT, CONSEQUENTIAL, SPECIAL, SPECULATIVE, LOST PROFITS, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THIS AGREEMENT EVEN IF THE PARTY AT FAULT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    60. WePay’s liability for any delay in funding transactions to you for any reason will be limited to interest computed from the date that you should have received funding pursuant to this Agreement.

    61. You agree to indemnify and hold us harmless from and against any losses, actions, causes of action, claims, demands, costs, liabilities, expenses, damages, sanctions, fines or penalties (including legal fees on a solicitor and client basis) claimed by a third party arising from: (i) any breach of any warranty, covenant or agreement or any misrepresentation by you under this Agreement; (ii) you or your employees' or agents' failure to comply with the terms of this Agreement or any requirements of which you are advised from time to time including requirements of the Rules, Card Organizations or of Card Issuers; (iii) you or your employees' or agents' fraud, negligence or willful misconduct in connection with Card transactions or otherwise arising from your provision of goods and services to cardholders; (iv) Card transactions or the settlement of funds from transactions or your use of our Service; any third party indemnifications we are obligated to make as a result of your actions (including indemnification of any Card Organization or Issuer); or (v) any fine imposed by any Card Organization on account of any of your acts or omissions. Your indemnification obligations shall include an obligation to assume all legal, audit and investigation fees incurred by the Servicers in relation to this Agreement on account of your acts or omissions or those of your affiliates. This clause will survive termination of this Agreement.

    62. Subject to the limitation of liability set out above, we agree to indemnify and hold you harmless from and against all losses, liabilities, damages and expenses claimed by a third party resulting from our or our employees' gross negligence or willful misconduct in connection with this Agreement.

    63. You agree that you will have no recourse against us, our agents, and our service providers for any losses, claims or damages, including any indirect, special, incidental or consequential damages or lost profits even if informed of the possibility of such damages (however arising, including negligence), arising out of or related to Card transactions, or settlement of funds. This clause will survive termination of this Agreement.

    64. Due to the nature of EFT and the electronic networks utilized for the movement of funds, and the fact that not all banks belong to the EFT network, payment to Merchant may be delayed. WePay’s standard funding schedule is 72 hours or three (3) business days after batch close of the Merchant's Transaction terminal with alternative funding schedules defined at WePay's discretion based on a number of credit and risk considerations. Servicers will not be liable for any delays in transfer of settlement funds or errors in debit and credit entries caused by third parties, to any Card Organization or Merchant's financial institution. Servicers reserve the right to divert and hold all funds when Servicers are investigating any breach of warranty, covenant, representation, or agreement by Merchant or has reasonable cause to believe that Merchant may have violated a provision of this Agreement, the Operating Guide or the Rules or is engaged in illegal or fraudulent activity. While transfer of settlement funds is normally conducted by EFT, WePay may be required to effect the transfers by bank wire transfer for reasons beyond the control of Servicers, in which event Merchant will be assessed a wire transfer fee for each such transfer.

    Article F - Term and Termination

    65. This Agreement shall take effect on the Effective Date. Servicers may terminate this Agreement upon giving Merchant 30 days written notice. Servicers may terminate this Agreement immediately and without notice if Merchant creates or is likely to create any harm or loss of goodwill to Servicers or the Card Organizations. Upon any decrease in the Fees hereof, the Effective Date shall be deemed to be automatically amended to the date on which such decrease takes effect.

    66. Servicers reserve the right to terminate any account of Merchant on which no activity has occurred for a period of not less than 6 months. Servicers reserve the right to remove any data stored in any Merchant directory upon termination of Merchant account.

    67. In the event that Servicers reasonably believes that a Threatening Condition exists, WePay will provide Merchant with notice of the Threatening Condition, upon receipt of which Merchant agrees to exercise its best efforts to cure the Threatening Condition. If in WePay's sole discretion, the Threatening Condition poses an imminent or actual threat to WePay's systems, equipment, processes, or intellectual property, Merchant agrees to suspend any and all activity on its account until such threat is cured. Notwithstanding the foregoing, Servicers may thereafter deactivate Merchant's account without notice until the threat is cured if Merchant does not itself suspend activity.

    68. Merchant may terminate this Agreement by closing Merchant’s WePay account at any time. When Merchant closes Merchant’s WePay account, any pending transactions will be cancelled.  Any funds that Servicers are holding for Merchant at the time of closure, less any applicable Fees, will be paid out to Merchant according to Merchant’s payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, Merchant may not close Merchant’s WePay account as a means of evading Merchant’s payout schedule). If an investigation is pending at the time Merchant closes Merchant’s WePay account, Servicers may hold Merchant’s funds until the investigation is complete. If Merchant is later determined to be entitled to some or all of the funds in dispute, Servicers will release those funds to Merchant.

    69. This Agreement may be terminated by either party effective immediately and without notice in the event that: (i) the other party commits a material breach of this Agreement which remains uncured 30 days following written notice thereof; (ii) the other party files a petition in bankruptcy, files a petition seeking any reorganization, arrangement, composition or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors; (iii) a receiver, trustee or similar officer is appointed for the business or property of such party; (iv) any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against such party and is not stayed, enjoined or discharged within 60 days; or (v) the other party adopts a resolution for discontinuance of its business or for its dissolution.

    70. Electronic Agreement, This section and sections 71 and 72 shall apply in the event Merchant executes this Agreement online and clicks the "Submit," "Accept," or equivalent indicator.

    71. Each party agrees that this Agreement may be affected by electronic means and understands that all electronic documents related hereto are legally binding in the same manner as are written documents when the information contained therein is sent or delivered in an electronic record capable of retention by the recipient at the time of receipt. An electronic record is not "capable of retention by the recipient" if the sender or its information processing system inhibits the ability of the recipient to print or store the electronic record.

    72. Merchant understands that a contract may be executed by the interaction of an individual, acting on his or her own behalf or for another person, with an electronic agent (such as this website and the computer program or programs operating in conjunction with it), so long as the individual knows or has reason to know his or her actions will cause the electronic agent to complete the transaction or performance. In the event, however, that Merchant has unintentionally submitted an online application because of an error made by Merchant in dealing with this website, and Merchant promptly notifies of such error and informs that Merchant does not intend to be bound and agrees that the online application erroneously submitted will be deemed null and void provided that Merchant has not used any of the Services. It is understood and agreed that any use by Merchant of any of the Services shall bind Merchant to this Agreement, whether or not Merchant claims the online application was submitted in error.

    Article G - General

    73. The parties shall perform all of their duties under this Agreement as independent contractors. Nothing in this Agreement shall be construed to give either party the power to direct or control the daily activities of the other party, or to constitute the parties as principal and agent, employer and employee, franchiser and franchisee, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking. The parties agree that, except as specifically provided in this Agreement, neither party grants the other party the power or authority to make or give any agreement, statement, representation, warranty or other commitment on behalf of the other party, or to enter into any contract or otherwise incur any liability or obligation, express or implied, on behalf of the other party, or to transfer, release or waive any right, title or interest of such other party.

    74. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada and each party submits to the exclusive jurisdiction of the courts of the Province of Ontario without reference to conflict of law provisions.

    75. This Agreement may not be transferred or assigned by Merchant and any attempts by Merchant to assign any of its rights or delegate any of its duties hereunder shall be null and void. This Agreement shall inure to the benefit of and bind Member, WePay and Merchant and their respective successors and permitted assigns.

    76. Merchant warrants and represents that its signatory has been and is on the date of this Agreement duly authorized by all necessary corporate action to execute this Agreement.

    77. Servicers shall not be responsible for any failure to perform their obligations under this Agreement if such failure is caused by acts of God, war, strikes, revolutions, lack or failure of transportation facilities, laws or governmental regulations or other causes that are beyond the reasonable control of the Servicers.

    78. This Agreement, including the Operating Guide and any schedules attached hereto, constitutes and contains the entire agreement between the parties with respect to the subject matter and supersedes any prior oral or written agreements. Each party agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein. The headings in this Agreement are intended for convenience of reference and shall not affect its interpretation.

    79. Merchant may not modify or amend this Agreement, including by custom, usage of trade or course of dealing, except by an instrument in writing signed by duly authorized officers of both of the parties. The waiver by either party of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any subsequent breach of such provision or the waiver of the provision itself.

    80. The provisions of this Agreement relating to confidentiality, reverse engineering and indemnification shall survive any termination or expiration of this Agreement.

    81. If any provision of this Agreement shall be held illegal or unenforceable, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

    82. Each provision of this Agreement shall be fairly interpreted and construed in accordance with its provisions and without any strict interpretation or construction in favour of or against either party. This Agreement may be signed in multiple counter-parts, and each such duly signed counterpart shall be deemed to be an original copy of this Agreement provided; however, that each party shall receive a counterpart fully signed by the other party.

    83. Merchant further agrees and consents that any information collected by the Servicers shall be used in accordance with WePay's privacy statement available at https://stage-go.wepay.com/privacy-policy.

    84. Account and Transaction Information Security Policies. Merchant shall collect Account and Transaction Information by consent of the cardholder for the sole purpose of completing the Card transaction or as specifically required by law. The Merchant shall not provide this information to any other party except for the purpose of assisting in the completion of the Card transaction. Merchant shall be solely responsible for any Account and Transaction Information that it retains and any retained information shall be protected in accordance with the respective Card Organization standards. Account and Transaction Information security policies define the information that must be secure and the minimum level of security that must be provided. Merchant shall cooperate with Visa, MasterCard, PCI Security Standards Council, LLC, and other Card Organizations. Merchant shall notify Servicers immediately if there is a data breach or account compromise.

    85. Protection of Cardholder Information. The sale or disclosure of cardholder data is strictly prohibited by the Rules, as well as federal, provincial, state and local laws. Unless Merchant obtains written consents from Servicers, each applicable Card Organization and cardholder, Merchant must not use, disclose, sell, or otherwise disseminate any cardholder data to any third parties except as necessary to use the Services, resolve Chargebacks, complete retrieval requests, or as required by subpoena or order by a court or other governmental agency. Merchant shall use proper controls to restrict access to all records containing Card data. Merchant may not retain or store magnetic stripe data after a transaction has been authorized. If Merchant stores any electronically captured signatures of a cardholder, Merchant may not reproduce such signature except upon the specific request of Member or WePay, Merchant shall store all media containing cardholder data (including Sales Records, Credit Records, rental agreements, etc.) in an area limited to selected personnel, and, prior to discarding any such media destroy the media in a manner that renders the data unreadable and unrecoverable. In addition to the foregoing, Merchant shall comply with the applicable requirements of the MasterCard cardholder Information Security Program and the Visa Account Information Security Program.

    86. Provision of Business Records. At all times during the term of this Agreement, upon WePay’s request, Merchant shall provide all documentation evidencing Merchant's financial condition as well as other documentation deemed reasonably necessary to verify the information contained in the Merchant's WePay account. All financial statements of Merchant that are provided shall be prepared in accordance with generally accepted accounting principles. Merchant agrees to provide such documentation within 30 days of the request. In the event Merchant fails to provide the requested documentation, WePay shall be entitled to terminate this Agreement.

    87. Setoff Rights. WePay shall have the right, at any time and without notice, to charge back to Merchant, and deduct, withdraw or set-off from payments due Merchant from Card transactions, or from the Settlement Account, the Reserve Account, any other account or amounts due Merchant the full amount of any Card transactions designated by WePay or a Card Organization or which fails to meet the requirements of this Agreement.

    88. Reserve Account. At any time and for any reason (including, without limitation, notice of termination or actual termination of this Agreement, change in transaction volume, change in business model, unauthorized transactions, cessation of business, insolvency, excessive Chargebacks, suspected or actual fraud, or competing claims regarding funds generated via Merchant's processing activities), WePay may require Merchant to transfer funds to Servicers, which funds shall serve as collateral to protect Servicers against actual or contingent liabilities or losses that might be incurred by Servicers in the event Merchant is unable or fails to pay Chargebacks, adjustments, fees, and other charges and obligations due or anticipated to become due to Servicers hereunder. At any time, Servicers shall be entitled to require Merchant to increase funds in the Reserve Account, in the event of which WePay shall notify Merchant in writing of the increased funding requirement, except in the event of notice of termination or actual termination of this Agreement, unauthorized transactions, cessation of business, suspected or actual breach or default, or cessation of processing under this Agreement. If notice is required, Servicers may notify Merchant either before or after the establishment or increased funding requirement of the Reserve Account, but not later than 5 business days after the establishment or increased funding requirement of the Reserve Account. WePay shall specify in its notice, at WePay’s sole discretion, the amounts to be funded and the timing for establishment or increased funding of such Reserve Account; provided, however, WePay may require that such Reserve Account be funded immediately (including, without limitation, in instances of unauthorized transactions, suspected or actual fraud or termination for cause). Such funds will be deposited into a non-interest bearing account maintained at WePay. Servicers may, without notice, fund the Reserve Account (whether initially or due to increased funding requirements) with deductions from payments due Merchant from Card transactions or by a charge against the Settlement Account or any other available account of Merchant. Servicers will hold or be entitled to hold the funds in the Reserve Account until such time as Servicers are satisfied that Merchant has no further obligations to Servicers under this Agreement. Merchant's failure to fund the Reserve Account (whether initially or due to increased funding requirements) will result in immediate termination of this Agreement.

    89. Security Interest. MERCHANT GRANTS SERVICERS A LIEN AND SECURITY INTEREST IN THE SETTLEMENT ACCOUNT, THE RESERVE ACCOUNT, ALL CARD TRANSACTIONS (INCLUDING FUTURE CARD TRANSACTIONS), ANY RIGHTS TO RECEIVE CREDITS OR PAYMENTS UNDER THIS AGREEMENT, AND ALL DEPOSITS AND OTHER PROPERTY OF MERCHANT THAT SERVICERS OR ITS AFFILIATES POSSESS OR MAINTAIN (INCLUDING ALL PROCEEDS OF THE FOREGOING), AND MERCHANT SHALL EXECUTE, DELIVER AND PAY THE FEES FOR ANY DOCUMENTS SERVICERS REQUEST TO CREATE, PERFECT, MAINTAIN AND ENFORCE THIS SECURITY INTEREST. TO THE EXTENT PERMITTED BY LAW, MERCHANT IRREVOCABLY AUTHORIZES SERVICERS TO EXECUTE ANY FINANCING STATEMENTS OR OTHER DOCUMENTS NECESSARY RELATED TO THIS SECURITY INTEREST. Servicers shall also be the beneficiary of any insurance, surety bond or similar indemnity or guaranty (whether voluntary or required by law) of Merchant or for the benefit of Merchant, and Merchant assigns to Servicers the rights to make claims or receive the benefits thereof with respect to Card transactions hereunder. Merchant represents and warrants that no other person or entity has a security interest in the property described herein and that this security interest is a first lien security interest and secures Merchant's obligations to Servicers under this Agreement. Servicers shall have all rights of a secured party and Merchant must obtain the prior written consent of Servicers before granting any subsequent security interest in the property described herein. Merchant agrees that it is Merchant's intent that these accounts and secured property shall to the extent allowed by applicable law not be subject to any preference, claim, or stay by reason of any bankruptcy or insolvency law. Merchant agrees to act consistently with the understanding that said accounts and secured property under this Agreement are free of all such preferences, claims or stays by reason of and as allowed by any such law.

    90. Movable Hypothecs Without Delivery on a Universality of Merchant's Property. As security for the performance of all the covenants set forth herein and all of the obligations of the Merchant to the WePay under this Agreement, the Merchant hereby grants to the WePay and/or its assignees or designees, if any, a movable hypothec in the amount of $100,000 on a universality of all its present and future movable property, both corporeal and incorporeal, now owned or hereinafter acquired by the Merchant and located, including without limitation the following property of the Merchant (collectively, the "Collateral"): (a) all present and future machinery and equipment of the Merchant, including, without limitation, all tools, implements, furniture and vehicles; (b) all present and future inventory of the Merchant including, without limitation, all property in stock, movable property in reserve, raw materials, goods in process, finished products, animals, wares, as well as any other property held for sale, lease or processing in the manufacture or transformation of property intended for sale, for lease, or for use in providing a service by the Merchant in the ordinary course of operation of its enterprise; (c) all present and future claims of the Merchant including, without limitation, the Reserve Account and Bank Account, all customer accounts, accounts receivable, rights of action, demands, judgments, contract rights, amounts on deposit, proceeds of sale, assignment or lease of any property, rights or titles, and any indemnities payable under any contract of insurance, the whole which are now due or which may become due to the Merchant, together with all judgments and all other rights, benefits, guarantees and securities for the said claims which are now or may hereafter exist in favour of the Merchant, and together with all books and accounts, titles, letters, invoices, papers and documents in any way evidencing or relating to all or any of the claims; (d) all present and future securities, instruments, bills of lading, warehouse receipts, documents or other evidences of title of the Merchant and all other securities issued or received in substitution, renewal, addition or replacement of securities, or issued or received on the purchase, redemption, conversion, cancellation or other transformation of securities or issued or received by way of dividend or otherwise to holders of securities; (e) all present and future goodwill, trademarks, patents and patent rights, copyrights, inventions, other intangible property, monies, agreements and rights under agreements of the Merchant, and all its present and future undertaking; (f) all titles, documents, records, receipts, invoices and accounts evidencing any of the aforesaid property, or relating thereto; (g) the proceeds of any sale, assignment, lease or other disposition of the any of the property described herein, any claim resulting from such a sale, assignment, lease or other disposition, as well as any property acquired in replacement thereof; (h) any indemnity or proceeds of expropriation payable in respect of any of the property described herein; and (i) any rights attached to any of the property described herein, as well as the fruits and revenues thereof.

    91. The Merchant hereby authorizes to the registration of the hypothec granted herein at the Quebec Registre des droits personnels et réels mobiliers (RDPRM) by WePay or any affiliate or subsidiary thereof, or any assignee or designee thereof, in order to register and perfect the hypothecary rights created hereunder. The Merchant acknowledges receipt of an executed copy of this Agreement and, to the extent permitted by applicable law, waives the right to receive a copy of the document evidencing the registration of the hypothec created hereby.

    92. Notices. Merchant agrees that WePay can provide disclosures and notices regarding the Services to Merchant by posting such disclosures and notices on the Website or emailing them to the email address listed in the Merchant's WePay account, or mailing them to the address listed in your WePay account. The Merchant agrees that such electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. All communications to Member or WePay under this Agreement will be in writing and will be delivered in person, via email or by mail courier, return receipt requested, addressed to the following:

    WePay Merchant Service
    350 Convention Way, Suite 200
    Redwood City, CA 94063
    1-855-469-3729

    The parties may, from time to time, designate different persons or addresses to which subsequent communications will be sent by sending a notice of such designations in accordance with this Section.

    93. Complaints. All complaints in respect of WePay shall be directed to WePay at the address or telephone number provided above or at support.wepay.com.

    94. Disclaimers: THE SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS" WITH ALL FAULTS AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH MERCHANT. THIS DISCLAIMER OF WARRANTY EXTENDS TO MERCHANT AND ALL USERS OF MERCHANT'S GOODS AND SERVICES AND IS IN LIEU OF ALL WARRANTIES AND CONDITIONS WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT WITH RESPECT TO THE PRODUCTS AND SERVICES, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

    95. Audit. During the term of this Agreement and for 2 years thereafter, Servicers shall have the right to examine Merchant's records, books, systems, controls, processes and procedures for the purpose of verifying Merchant's compliance with the terms and conditions of this Agreement. Merchant shall provide to the auditors and personnel of Servicers reasonable access to records and shall cooperate and provide to such auditors, in a timely manner, all such assistance as they may reasonably require in connection with any such audit. Except in the event that Servicers have a reasonable basis to believe that Merchant is in violation of any Rules or laws, or in breach of any warranties, Servicers will provide Merchant no less than 5 days written notice prior to the date of an audit, the audit will be conducted during Merchant's normal business hours, and audits shall occur no more than twice in any calendar year.

    WePay Terms of Service - United Kingdom

    Notice to Merchants – Important

    WePay's operational model is changing and we are making changes to the WePay Terms of Service that govern your relationship with WePay to reflect this (the "New WePay Terms of Service").

    What is changing?

    WePay will migrate payment processing activities away from its current Designated Bank partner, Valitor, hf . and will instead provide the Service to you directly (although it may also rely on other service providers, including its affiliate companies and the Platforms (as defined below) to support its activities). However, under the new operating model, only WePay will be liable to you under the New WePay Terms of Service.

    This change to WePay's operational model should not otherwise affect WePay's provision of the Service to you.

    We encourage you to carefully review the New WePay Terms of Service, including Exhibit C regarding 3D Secure Services.

    When will this change happen?

    The date that the New WePay Terms of Service will come into effect will be different for new Merchants and Platforms on the one hand and existing Merchants and Platforms on the other, as the transition to our new operating model will be phased in over a period of weeks.

    We are taking this approach to ensure that we continue to provide the best possible service to all of our Merchants and Platforms and to minimise the risk of any disruption as we change our operating model.

    We expect new Merchants and Platforms who are onboarded on or after 15 August 2019 to be subject to the New WePay Terms of Services from the beginning of their relationship with WePay.

    Existing merchants and Platforms will continue to be subject to the WePay Terms of Service dated 1 November 2018 (set forth below) until such time that we decide in our discretion to migrate their WePay account to the new model, at which point the New WePay Terms of Service will come into effect and will apply in respect of transactions submitted for processing from that date onwards. For the avoidance of doubt, transactions submitted prior to the date of migration will continue to be subject the Terms of Service dated 1 November 2018.

    We expect all existing Merchants and Platforms to be transitioned to the new operating model and to become subject to the New WePay Terms of Service by 14 September 2019.  Existing merchants and Platforms will also be able to determine whether their account has been migrated and whether the New WePay Terms of Service apply by contacting www.wepay.com/gethelp. 

    What can I do if I do not want to accept the New Terms of Service?

    Existing merchants and Platforms that decide not to accept the New WePay Terms of Service can notify us before the New Terms of Service become effective in order to close their WePay account and terminate their relationship with WePay in accordance with the Terms of Service dated 1 November 2018.

    Merchants can also notify us at any stage after the New WePay Terms of Service become effective to close their WePay account in accordance with the New WePay Terms of Service.

    WePay Terms of Service – United Kingdom

    Posted: July 12, 2019

    For new Merchants or Platforms onboarded on or after 15 August 2019, these Terms of Service will govern our relationship unless we inform you otherwise.

    If you are an existing Merchant or Platform, you agree and acknowledge that these Terms of Service will take effect and will apply in respect of transactions submitted by you to us for processing from the date we transition your account to our new operating model ("Transition Date"). WePay will transition your account at its sole discretion by 14 September 2019. These Terms of Service shall take effect from the Transition Date and by continuing to use the Service on or after the Transition Date you agree that you shall be deemed to have accepted and shall be bound by these Terms of Service.

    These Terms of Service are a legal agreement (this “Agreement”) between you (“Merchant,” “you” or “your”) and WePay Payments Ltd. (“WePay”, "we", "our", or "us"), a company incorporated in England and Wales (Company number 09135633), whose head office is at 25 Bank Street, Canary Wharf, London, E14.

    WePay is authorised by the Financial Conduct Authority (“FCA”) under the Payment Services Regulations 2017 (firm reference number 714043) for the provision of payment services.

    As used in this Agreement, “Service” refers to WePay's payment processing services including the 3DSecure Services (as defined in Exhibit C), as well as our website, any software or application programming interfaces, documentation, tools, hardware, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by WePay, directly or indirectly. Exhibit C sets forth additional terms and conditions applicable to Merchant's receipt of the 3DSecure Services (as defined in Exhibit C).To use the Service, you must agree to all the terms of this Agreement, including Exhibit C.

    WePay offers the Service exclusively through integrations with third-party websites (“Platforms”).  The Platform through which you access the Service might have its own terms of service and privacy policy that apply to you. Any terms of service or other agreements you have with Platforms are personal to you and the Platforms and are separate from this Agreement. WePay is not responsible and shall have no liability for the provision of any service by the Platforms.

    This Agreement incorporates by reference all policies, notices, and other content that appear on our website at www.wepay.com as well as our policies, notices, and other content concerning the Service to the extent these appear on the Platform’s website (collectively, the “Website”).

    For the avoidance of doubt, in the event of any conflict or inconsistency between the terms of this Agreement and any terms relating to the Service that appear on the Website, the terms of this Agreement shall prevail.

    1. Merchant Relationship with WePay and Others

    WePay provides the Service to Merchants to facilitate receipt by Merchants of payments by card through the “Card Networks” (defined following) from persons who pay them (“Purchasers”).  “Card Networks” means, collectively, Visa Europe Ltd. (“Visa”), MasterCard Europe S.A. (“MasterCard”), Discover, American Express or other payment card networks, associations, or companies.  WePay is not a party to transactions between Merchants and Purchasers and shall not be responsible for any liabilities arising thereunder.

    Merchants must register with WePay directly or through the Platform. To register, a Merchant provides information, including an email address and a self-selected password, in order to create an account (“Account”). You may also be issued access keys that may be used to authorise certain transactions.  This Account enables you to review card transactions that are in process of settling from a Card Network and us to your linked bank account.  You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken under them.

    WePay or the Platform asks Merchants for additional information to identify each person that opens an Account, such as business name, street address, telephone number, business identification number, business website URL, description of business, description of goods sold and services provided, date of birth and beneficial ownership information (where applicable).  You agree to update this information in order to keep it current and complete, and you agree that, on the basis of such updated information, WePay may modify the terms of this Agreement or terminate it with immediate effect.  You agree to provide supplemental documentation upon request (including but not limited to: certificate of incorporation, passports, driver's license or a business license). You agree that the identity information provided is complete and accurate to the best of your knowledge and authorise the Platform and WePay, directly or through third parties, to make inquiries or verify that this information is accurate (for example, through social media or third party databases).

    By entering into this Agreement, you are providing WePay and the Platform with authorisation to retrieve information about you from, and provide information about you to, third parties, including but not limited to its affiliates, credit reporting agencies or bureaus and other information providers, and you authorise and direct such third parties to compile and provide such information to us.  You acknowledge that such information retrieved and provided may include your name, address history, financial information, credit history and other data about you. 

    You must provide accurate and complete information to WePay and the Platform. You agree that WePay and the Platform are permitted to share information about you and your Account with WePay's affiliates or service providers for any purpose reasonably related to the Service and this Agreement.

    WePay allows individuals, businesses, and non-profit organisations to register for WePay. You must be either a United Kingdom citizen, a legal permanent resident of the United Kingdom, or a United Kingdom business or nonprofit organisation having a physical presence in the United Kingdom and authorised to conduct business where you are located. A Merchant who opens an Account must be eighteen (18) years of age or older. You may open an Account for a business or nonprofit organisation only if it is legitimate and you have the authority to enter into this Agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by the business or nonprofit organisation.

    Each Account must be linked to a verified U.K. bank account, held in the Merchant’s name.

    2. Platform Relationship with WePay and Others

    WePay offers an application programming interface (“API”) to retrieve information from or submit requests to WePay.  Platforms that use the WePay API, the applications that they develop, and the Merchants that these applications serve, are subject to the relevant terms of this Agreement.

    Platform must receive permission from and open WePay Accounts for individual Merchants. Platform may not use the WePay API to facilitate use of a WePay Account to process payments for goods and services provided by anyone other than the Merchant who owns the WePay Account. In the event a Merchant receives a chargeback for a payment facilitated by Platform’s API application, WePay or the Platform will collect or attempt to collect those funds from the Merchant in accordance with Section 18, Merchant’s Liability for Chargebacks, and Section 19, How WePay and the Platform Handle Chargebacks, below.

    Depending on the Platform's integration choices, WePay may issue Platform an access token for each Merchant who uses Platform’s API application and creates a WePay Account. Platform agrees that access tokens are the property of WePay, and that misuse of access tokens by Platform or its Merchants could cause substantial loss and damage to WePay. If Platform’s API application uses WePay's Tokenization API to facilitate payments for Merchants, the credit card tokens will be associated with the API application, not the individual Merchant. If Platform has access to “Cardholder Data” (as defined in Section 14 below) for this or any other reason, then, for the avoidance of doubt, Section 14, Cardholder Data Security, applies to Platform.

    Platform will cooperate with WePay to assure that its Merchants comply with all “Card Network Rules,” defined following.  The “Card Network Rules” are the by-laws, operating regulations and all other rules, policies and procedures of the Card Networks, as in effect from time to time.  For example, if Platform elects not to provide its Merchants’ Purchasers with WePay’s standard transaction receipt, Platform must provide a substitute receipt that complies with the applicable Card Network Rules.

    Platform must notify WePay by email to activity-inquiry@wepay.com within seven (7) days if Platform detects transactions processed through WePay that appear either (1) to involve funds derived from illegal activity or to be intended to disguise the ownership, nature, source, location, or control of such funds, (2) to serve no business or apparent lawful purpose, or (3) to involve the use of the Service to facilitate criminal activity.

    3. Limitations on WePay’s and Others’ Responsibility

    Neither WePay, its affiliates, nor any third party makes any representations or guarantees regarding Merchants or Purchasers using the Service. Use of the Service in no way represents any endorsement by WePay, its affiliates or any Card Network, of a Merchant's existence, legitimacy, ability, policies, practices, or beliefs. Neither WePay nor its affiliates has control of, or liability for, goods or services that are paid for with the Service.  Merchant acknowledges and agrees that receipt of Purchaser information via the Service does not indicate that the Purchaser’s payment instrument has sufficient available funds, that a transaction will be authorised or processed, or that the transaction will not later result in a chargeback or reversal. 

    A charitable organisation may use WePay to accept payments as a Merchant. Not all charitable organisations are tax-exempt, and not all contributions to charitable organisations are tax-deductible. Charitable organisations are responsible for correctly classifying themselves and their transactions, issuing any required reports and receipts, and making any required tax or other filings. Contributors are responsible for verifying the status of organisations to which they donate and reporting their donations correctly for tax and other purposes. WePay specifically disclaims any liability in this regard.

    4. Our Fees

    Merchants shall pay all fees and amounts described in this Agreement. This includes, without limitation, the fees for the Service that are posted on the Website from time to time by WePay or by the Platform, including any 3DSecure Fees (as defined in Exhibit C to this Agreement) and any Card Network Liabilities (as defined below in Section 7, Our Role and Your Responsibilities) (collectively, the "Fees").

    Platforms are responsible for setting fees for transaction processing and exceptions processing and disclosing them to their Merchants.  Platforms may charge an additional fee for the value-added services they provide.

    If the Platform does not set fees otherwise for transaction and exceptions processing, then WePay charges the Platform’s Merchants 1.9% + £0.20 GBP for transaction processing; £15.00 per chargeback (in addition to the amount of the chargeback); and a £25.00 research fee if an Account is deemed abandoned under Section 21, Dormant Accounts, below.   If Merchant refunds a payment in full, WePay and Platform will return their transaction processing fees.  If Merchant refunds a payment in part, WePay will not return its transaction processing fees, and the Platform may choose whether to return its fees.

    Merchant acknowledges that Fees and any other liabilities owed to WePay under this Agreement can be netted against other funds due to Merchant or debited from the Merchant's bank account or other payment instrument associated with the Merchant’s Account.

    Subject to the terms of this Agreement, WePay and the Platform reserve the right to change the Fees. WePay or the Platform will try, but are not required, to give you 30 days’ notice before the effective date of any change in a fee. 

    However, if Merchant is a Charity, a Micro-Enterprise or a Consumer (as defined below) we will notify you of any changes in Fees in accordance with Section 40 Amendment of Agreement. 

    For the purposes of this agreement, 'Charity', 'Micro-Enterprise' or 'Consumer' shall have the meaning provided in the UK's Payment Services Regulations 2017 as amended from time to time.

    By continuing to use the Service, you consent to any change in Fees. To withdraw your consent, you can close your Account.

    5. E-Sign Disclosure and Consent

    Electronic Delivery

    By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we or the Platform provide in connection with your Account and your use of the Service. Communications include but are not limited to:

    1. agreements and policies, such as this Agreement and our Privacy Policy that is posted on our website, including updates thereto;
    2. annual disclosures;
    3. transaction receipts or confirmations;
    4. communication in relation to delinquent accounts (which may also be by phone, and may be made by WePay or by anyone on its behalf, including a third party collection agent);
    5. Account statements and history; and
    6. any tax statements.

    WePay or the Platform will provide these Communications to you by emailing them to you at the primary email address listed in your Account registration, by texting them to you at the primary telephone number listed in your Account registration, by emailing or texting you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Website. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to the Website. You further agree that your electronic signature has the same effect as your manual, physical signature.

    Hardware and Software Requirements

    In order to access and retain electronic Communications, you will need the following computer hardware and software:

    1. a computer or mobile device with an Internet or mobile connection;
    2. for desktop website-based Communications, a modern web browser that includes 256-bit encryption, such as the current version of Chrome (www.google.com/chrome), Internet Explorer (www.microsoft.com/ie), Mozilla Firefox (www.mozilla.com), or Apple Safari (www.apple.com/safari);
    3. for application-based Communications, a recent device operating system that supports text messaging, downloading, and applications form the Apple App Store or Google Play store, and the most recent versions of Apple Safari or Google Chrome on iOS or Goggle Chrome for Android OS;
    4. access to your primary email address or mobile device number registered with WePay or the Platform; and
    5. sufficient storage space to save past Communications or an installed printer to print them.

    By giving your consent, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Account at a later date.

    How to Withdraw Your Consent

    You may withdraw your consent to receive Communications electronically by contacting us through Customer Support, including by writing to us at WePay Payments Ltd., 25 Bank St., Canary Wharf, London E14 5JP United Kingdom. If you withdraw your consent to receive Communications electronically, WePay may deny your registration for an Account, restrict or close your Account, or charge you additional fees for paper copies.

    Requesting Paper Copies of Electronic Communications

    If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 180 days of the date we provided the Communication to you by contacting Customer Support as described above. We or the Platform will send a paper copy to you by postal mail. In order for us to send you paper copies, you must have a current street address on file in your Account. You understand and agree that WePay or the Platform may charge you an exceptions fee for each paper copy of a Communication.

    Updating Your Contact Information

    It is your responsibility to keep your primary email address up to date. You understand and agree that if WePay or the Platform sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, WePay or the Platform will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add WePay or the Platform to your email address book so that you will be able to receive the Communications we send to you.

    If your email address becomes invalid such that electronic Communications sent to you by WePay or the Platform are returned, then WePay or the Platform may close your Account, and you will not be able to transact any activity using your Account until we or the Platform receive a valid, functioning primary email address from you.

    Language

    You agree that all communications, disclosures and notices will be in English.

    6. Prohibited Activities

    By registering as a Merchant, you also confirm that you will not accept payments or use the Service in connection with the activities, items or services set forth below.  Please contact activity-inquiry@wepay.com if you have questions about whether these categories apply to you.

    Category

    Activities

    Adult

    Adult sites, content, sexual services, child pornography, bestiality, escort services, mail order brides, massage parlors

    Dating services

    Massage parlors

    Aggregation

    Payment facilitator to other merchants

    Auctions

    Internet auction, bidding fee auction, penny auction

    Cash, stored value, virtual currency

    Cash or cash equivalent, purchase of gold, silver, platinum, palladium, bullion and/or bars (collectibles are not prohibited)

    Digital wallet, stored value, prepaid companies, prepaid phone cards or phone services, sale of mobile minutes, or quasi cash

    Scrip-dispensing terminal

    Virtual currency or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world

    Debt

    Bail bond services or bankruptcy lawyers

    Credit counseling or repair services; debt elimination, consolidation or reduction services; factoring or liquidators

    Credit protection or identity theft protection services

    Damages, losses, penalties, or fines of any kind; alimony, child support, or other court-ordered payments

    Debt collection; payment for a dishonored check or for an item deemed uncollectible by another merchant

    High interest rate non-bank consumer lending, including payday lending and title loans

    Loan payments transacted on a credit card

    Drug

    Drugs or drug paraphernalia

    Marijuana dispensaries and related products or services

    Peptides

    Personal enhancement products or nutraceuticals – vitamins, supplements, herbals, weight loss programs

    Pharmaceuticals, internet pharmacies

    Pseudo pharmaceuticals

    Education

    For profit higher education

    Financial services

    Banks, credit unions, savings and loan associates, unit trusts, mutual funds, foreign exchange, Bureau de Change

    Buy here, pay here (in-house financing)

    Cash advances

    Currency exchanges or dealers

    Money transfer, wire transfers, money orders, money transmitters, and check cashing, including merchants required to be registered as money services businesses

    Payable through accounts (foreign or domestic)

    Gambling, lottery

    Gambling or betting, including lottery tickets, casino gaming chips, off-track betting, sports forecasting or odds making, fantasy sports, memberships on gambling-related internet sites and wagers at races, contests, sweepstakes, raffles, and offering prizes as an inducement to purchase goods or services

    High risk

    Astrology and related prediction or forecasting services

    Brand damaging

    Career placement or advice center merchants

    Cyberlockers, file sharing, file storage

    Delayed delivery merchants where the good or service is not shipped, delivered, or fulfilled when the card transaction is processed but is to occur at a future date

    International card sales greater than 20% of total sales

    Lifetime guarantee

    Merchants who are known to test or conduct research on animals

    Merchants who are known to have labor/working condition issues

    Merchants who are involved in developments that involve land acquisition and involuntary resettlement

    Merchants who are known to have experienced material community issues (i.e., demonstrations, blockades, security threats)

    Merchants whose proceeds may have the potential to impact indigenous peoples

    Merchants who have been subject to allegation and impacts related to human rights violations

    Money back guarantees exceeding 30 days

    Motor vehicle sales

    Online help for classes, homework or assignments

    Online personal computer technical support

    Pawn shop

    Private prison operators

    Psychic services

    Sale of airline, hotel, rental, or other miles or points

    Sale of products or services identified by government agencies to have a high likelihood of being fraudulent

    Sale of social media activity

    Sale or exchange of animals and regulated items such as animal pelts

    Shipping or forwarding brokers

    Illegal

    Counterfeit or possibly counterfeit goods, or products that infringe on the intellectual property rights of others

    Deceptive, unfair, or predatory practices

    Forced child labor/human trafficking, slavery

    Hate, violence, racial intolerance, terrorism, the financial exploitation of a crime, or items or activities that encourage, promote, facilitate, or instruct others regarding the same

    Unlawful activities, illegal substances or products, or items that encourage, promote, facilitate or instruct others regarding the same

    Investment, real estate

    Commodity trading or security trading; equities (including stocks, bonds, or any other ownership position in a corporation)

    Crowdsourced fundraising for stock or equity

    Distressed property sales and marketing; real estate flipping

    Goods or services to be delivered more than four (4) months in the future, with an intention of gaining return on investment

    Mortgage accelerator processors

    Timeshares, timeshare resales, and related marketing

    Marketing

    Buyers clubs, membership clubs

    Direct marketing – inbound telemarketing

    Direct marketing - negative option, renewal, or continuity subscription practices

    Direct marketing - travel-related arrangement services

    Discount coupon merchants or online sites

    Discount medical or dental plans, including discount insurance

    Door to door sales

    Infomercial merchants

    Lead generation businesses

    Lifetime payments for timeshares, guarantees, and the like

    Marketing activities involving “pay only for shipping” and/or “free trial” periods

    Multi-level marketing businesses, pyramid sales

    Outbound telemarketers and telecom merchants

    Rebate or upsell merchants

    Militia

    Cross border military related goods

    Militia, armed groups or armed gangs

    Political parties

    Consulates, embassies, missions to the United Nations

    Political organizations

    Regulated

    Age restricted products or services, such as alcohol

    Firearms, including ammunition

    Hookah

    Other weapons that are not related to firearms

    Tobacco, cigarettes, e-cigarettes

    Telecomm

    Telecommunications, including wireless, cable, satellite, wireline, and ISP

    Travel

    Airlines, including charter air carriers

    Cruise lines

    Travel agencies or tour operators

    Travel industry, including car rental and lodging

    In addition, you may not use the Service for:

    • Impersonating any person or entity or falsely claiming an affiliation with any person or entity;
    • Collecting, or attempting to collect, personal information about Merchants or third parties without their consent, or using such information except as necessary to use the Service;
    • Defaming, harassing, abusing, threatening, or defrauding others;
    • Posting, transmitting, or distributing content that is false, misleading, unlawful, obscene, indecent, lewd, pornographic, hateful, abusive, inflammatory, or that violates the rights of others (including rights of publicity or privacy);
    • Damaging, disabling, overburdening, or impairing WePay, including without limitation, using the Service in an automated manner;
    • Interfering with another Merchant's enjoyment of the Service, by any means, including by uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code;
    • Creating an Account that is linked to another Account that has engaged in any of the foregoing activities. WePay may use evidence other than your Account information to determine whether you control an Account in someone else's name, including but not limited to Internet Protocol addresses, common business names, phone numbers, and mailing addresses.

    If WePay determines that you have received funds resulting from fraud or a prohibited activity, those funds may be frozen, returned to the Purchaser, or seized as permitted under applicable law.

    In addition, if we reasonably suspect that your Account has been used for an unauthorised, illegal, or criminal purpose, you give us express authorisation to share information about you, your Account, your access to the Service, and any of your transactions with law enforcement.

    7. Our Role and Your Responsibilities

    WePay collects, analyses and relays information generated in connection with payments between Purchasers and Merchants.  You authorise WePay to provide this information to its affiliates or service providers in order to facilitate payments from Purchasers to Merchants through the Card Networks. Furthermore, you authorise WePay to hold, receive, and disburse funds in relation to your card transactions entered with your Purchasers. You also authorise WePay to hold settlement funds in a deposit account on trust on your behalf pending disbursement of the funds to you in accordance with the terms of this Agreement.

    You agree that you are not entitled to any interest associated with the settlement funds held in the deposit account by us pending settlement to your specified bank settlement account, and you may not assign any interest in those funds or the deposit account.  From time to time, we may make available to you through your Account information regarding anticipated settlement amounts that have been received on your behalf from the Card Networks and are being held pending settlement.  This settlement information does not constitute a deposit or other obligation of WePay, its affiliates or service providers.  This information is for reporting and informational purposes only.  Any funds will be disbursed to you only in accordance with the “Settlement Schedule” (as defined in Section 11 below) and subject to the other terms of this Agreement (including, without limitation, Section 4, Our Fees, Section 12, Reserve, Section 19, How WePay and the Platform Handle Chargebacks, and Section 20, Set-off and Collection Rights).  Your authorisations set forth herein will remain in full force and effect until your Account is closed or terminated.

    WePay has entered into agreements with the Card Networks, processors, and other service providers. You are not a third-party beneficiary of these agreements.  Each of the Card Networks is a third-party beneficiary of this Agreement and has beneficiary rights, but not obligations, and may enforce this Agreement against you.  Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, we may suspend or terminate your Account. 

    You must abide by the Card Network Rules, as amended from time to time, including, without limitation, those specific Card Network Rules required by the Card Networks to be included in every processing agreement which are set forth on Exhibit A: Certain Specific Card Network Requirements attached hereto.

    Notwithstanding WePay's assistance in understanding the Card Network Rules, you expressly acknowledge and agree that you are assuming the risk of compliance with all provisions of the Card Network Rules, regardless of whether you have possession of those provisions.  You agree to reimburse us and any of our affiliates for all fines, fees, penalties, liabilities, or other charges or assessments by a Card Network relating to your actions or your transactions (“Card Network Liabilities”).  Any of the Card Networks can restrict WePay from entering into this Agreement with you based on your business or other criteria as the Card Network deems appropriate. 

    8. Your Payment Authorisation

    You authorise WePay to hold, receive, disburse and settle funds on your behalf.  You authorise WePay to initiate electronic entries to each bank account for which you input routing number and account number on the Website, and any other payment method that you input in your Account, and to initiate adjustments for any transactions credited or debited in error, as well as for chargebacks, reversals, or claims in accordance with this Agreement and the Card Network Rules. Accordingly, you authorise WePay to initiate reversal or adjustment (debit or credit) entries to your bank account or other payment method and to initiate or suspend such entries in accordance with this Agreement as may be necessary to grant or reverse fund payouts for any transaction.  Your authorisation will remain in full force and effect until you notify WePay that you revoke it by contacting WePay Customer Support in accordance with instructions on our Website or by closing your Account. You understand that WePay requires a reasonable time to act on your revocation, not to exceed five (5) business days.

    9. Accepted Forms of Payment

    The Service supports most domestic credit, debit, prepaid or gift cards with a Card Network logo. In addition, the Service supports most international cards with these logos. We may add or remove support for certain payment cards at any time without prior notice. We may elect only to process cards that receive an authorisation from the applicable issuer.  You agree to accept all of the cards issued by Card Networks that the Service supports in accordance with the terms of this Agreement.

    10. Sharing Information

    We may share some or all of the information about you and your transactions with our affiliates, our processor, the Card Networks, and our other service providers (and their respective affiliates, agents, subcontractors, and employees), who may use this information to perform their obligations under their agreements with WePay, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose.  At any time, WePay, our affiliates, the Card Networks or our other service providers may conclude that you will not be permitted to use WePay.

    You agree that WePay is permitted to contact and share information about you and your Account with its affiliates, the Card Networks, other financial institutions, and government agencies. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct risk management.

    You also acknowledge that we are required to report your business name and the name of your principals to the MATCH listing maintained by MasterCard and accessed and updated by American Express, VMAS database upheld by Visa or to the Consortium Merchant Negative File maintained by Discover, if applicable, pursuant to the requirements of the Operating Regulations.  During the course of this Agreement, we reserve the right to place any terminated Merchant in a terminated merchant file established by the Card Networks for termination with due cause.  You specifically consent to the fulfillment of the obligations relating to the listing by us and to the listing itself, and you waive and hold harmless us from all claims and liabilities you may have as a result of such reporting. 

    11. Settlement Schedule

    Subject to WePay receiving funds in respect of transactions submitted by the Merchant for processing, WePay will disburse funds to the Merchant's bank account according to the schedule the Merchant selects (daily, weekly, or monthly) less any fees, charges or other amounts which may be deducted or withheld under this Agreement.

    Merchants may request ad-hoc settlement at any time and WePay will use reasonable endeavours to disburse funds to the Merchant following such a request provided it has received settlement funds. 

    Regardless of the disbursement schedule selected by the Merchant, WePay will transfer funds to the Merchant’s bank account no more than thirty (30) days after funds settle to WePay, subject to any “Reserve” imposed under Section 12 below. 

    If WePay cannot transfer the funds to the Merchant’s bank account or other payment instrument (due to inaccurate or obsolete bank account information entered by the Merchant, or for any other reason), WePay may refund the funds to the Purchaser or escheat them pursuant to Section 21, Dormant Accounts, below.  Neither WePay, our affiliates, Platform nor the Purchaser will have any liability to Merchant for funds so refunded or escheated.

    Settlements to a bank account or other payment instrument may be limited or delayed based on your perceived risk and history with WePay. Should WePay or the Platform need to conduct an investigation or resolve any pending dispute related to your Account, we may defer payout or restrict access to your funds for the entire time it takes us to do so. We may also defer payout or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity. 

    WePay or the Platform may respond to and comply with any court order or any other mandatory or statutory request serviced on us under any laws or regulations (including the Card Network Rules) ("Legal Order"). WePay or the Platform may deliver or hold any funds or any information as required under such Legal Order.  Neither WePay nor the Platform is responsible for any losses that you may incur as a result of our response or compliance with a Legal Order.

    Furthermore, if WePay, its affiliates or the Platform suspects future chargebacks or disputes as a result of transactions to your Account, we may defer settlement and/or restrict access to your funds until WePay and the Platform reasonably believe, in their sole discretion, that the risk of receiving a chargeback or dispute has passed.

    All settlements to Merchants are subject to review for risk and compliance purposes and can be delayed or postponed at WePay or the Platform's sole discretion.

    Your opening of an Account and agreeing to be bound by this Agreement and the settlement schedule in this Section 11 shall be deemed your consent to the execution of the necessary payment orders to transfer settlement funds to your bank account in accordance with this Agreement, and such payment orders are deemed received on the day agreed for the execution of such payment orders in accordance with this Agreement and the payout schedule. You will ensure that the bank account linked to your Account will remain open while you use the Service and for at least 180 days afterwards (or longer as we may request). During this time, you will ensure that we are permitted to initiate debit and credit entries to or from your bank account.

    12. Reserve

    At any time and from time to time, we may temporarily suspend or delay payments to you and/or require a “Reserve” (defined following) to protect WePay against the risks from you using the Service, including chargebacks, refunds, and Card Network Liabilities or if we become aware:

    • of a material adverse change to your financial condition;
    • of a material breach of this Agreement; or
    • that you begin accepting payment in advance of the shipment of goods or fulfillment of services, or materially increase the amount of time between acceptance of payment and the anticipated shipment or delivery of goods or fulfillment of services.

    For these purposes, a “Reserve” is funds that WePay may withhold from you or require you to pay or obtain from any bank account or other funding source associated with any Account you hold with WePay and which is maintained to protect WePay and its affiliates against a risk that we reasonably anticipate.  We or the Platform will notify you of the amount of any required Reserve, which we will determine in good faith. The Reserve will not bear interest, and the Reserve can be commingled with other funds.  You have no interest in any Reserve other than a contingent right to receive any unused funds.  We may periodically increase your required Reserve, or return Reserve funds no longer needed to manage your risk.  When we decide a Reserve is no longer needed, we will return all unused Reserve funds to you.  The right to require a Reserve will survive termination of this Agreement.  This means that this section will remain in force even you or we terminate the Agreement. Upon satisfaction of all of Merchant’s reasonably anticipated obligations under this Agreement and the expiration of the applicable timeframes for chargebacks (as set by the various Card Networks), WePay will return to Merchant any unused funds then held for the purposes of the Reserve.

    13. Accounts

    You are not required to have a positive balance showing on your Account in order to use the Service.

    Any settlement funds that we receive and that are owed to you under this Agreement will be held by us with other Merchants' funds in one or more pooled accounts for the benefit of you and other Merchants in accordance with our regulatory obligations. These pooled accounts are separate from any account used for WePay’s corporate funds. WePay will not and cannot use settlement funds held in these pooled accounts for our corporate purposes (including the granting of any security or similar interest) and will not voluntarily make funds available to our creditors in the event of our insolvency or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds that we hold for you. As consideration for using the Service, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings or benefits that may accrue or are attributable to our holding of your balance in a pooled account.

    If the balance showing on your Account is negative for an extended period of time (as defined by WePay in its sole discretion), WePay may close your Account, and we may pursue legal action or other collection efforts.

    14. Cardholder Data Security

    “Cardholder Data” is information associated with a payment card, such as account number, expiration date, and CVV2. WePay will comply with the Payment Card Industry Data Security Standards (“PCI DSS”) to the extent that WePay possesses or otherwise stores, processes, or transmits Cardholder Data on your behalf, or to the extent that WePay could impact the security of your Cardholder Data environment.  WePay is a validated PCI Level 1 Service Provider and so is qualified to handle Cardholder Data in connection with the Service.

    If you handle, transmit, or store any Cardholder Data in connection with your use of the Service or the WePay API, you agree to comply at all times with PCI DSS. Further, you agree to certify such compliance and provide documentation in accordance with Card Network Rules, or when asked by WePay to do so. You also agree that you will use only PCI DSS compliant service providers in connection with the storage, processing, or transmission of Cardholder Data.

    You are fully responsible for the security of data (including but not limited to Cardholder Data) on your website or otherwise in your possession or control. You agree to comply with all applicable laws and Card Network Rules in connection with your collection, security and dissemination of any personal, financial, or transaction information. 

    15. Taxes

    You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Service. You are solely responsible for collecting, withholding, reporting and remitting any taxes to the appropriate tax authority. WePay is not obligated to, and will not, determine whether taxes apply, or calculate, collect, report or remit any taxes to any tax authority arising from your use of the Service.
WePay reserve the right to report to relevant revenue or taxing authorities regarding payment card transactions processed by WePay on your behalf, to the extent we are required to do so by applicable law.

    16. Customer Service Provided by Merchants

    You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfillment, order cancellation by you or Purchaser, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from WePay. Merchants and Platforms will cooperate with WePay to assure that Purchasers have access to clear customer service information, including an active customer service email address and telephone number.

    17. Refunds and Returns Provided by Merchants

    You agree to process returns of, and provide refunds and adjustments for goods or services through your Account in accordance with this Agreement and the Card Network Rules. The Card Network Rules require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to Purchasers at the time of purchase, (c) not give cash refunds to a Purchaser in connection with a payment card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a payment card sale refund. Your refund policies must be the same for all payment methods.  If your Purchaser is dissatisfied with your refund policy, the Purchaser may chargeback the payment. 

    WePay will deduct the refund amount from settlement funds owed to you from processing other transactions or funds in any Reserve.  If these funds are not sufficient, you authorise WePay to initiate a debit entry to your bank account (or any other payment method) in your Account in the amount necessary to complete the refund.  In the event WePay cannot access your bank account (or other payment method) through a direct debit, you agree to pay all funds owed to WePay upon demand.

    18. Merchant’s Liability for Chargebacks

    The amount of a payment may be charged back to you if (a) it is disputed by a Purchaser, (b) it is reversed for any reason, (c) it was not authorised or we have any reason to believe that the transaction was not authorised, or (d) it is unlawful, suspicious, or in violation of the terms of this Agreement. You are responsible for all chargebacks, whether or not the chargeback complies with the Card Network Rules.  You agree to reimburse the Purchaser, WePay and any third party identified by WePay for any and all such liability.  A Purchaser can initiate a chargeback by filing a request with his or her card issuer to invalidate a processed payment.  WePay can initiate a reversal of a processed payment if the card issuer invalidates the transaction, if the settlement funds were sent to you in error, if the Purchaser did not have authorisation to send the transaction, if the payment violated this Agreement or applicable law or such other requirements as we may notify to you from time to time or was otherwise suspicious, or if WePay decided a claim against you. 

    19. How WePay and the Platform Handle Chargebacks

    You owe us and will immediately pay us the amount of any chargeback and any associated Fees, fines, or penalties assessed our processor or the Card Networks. If you do not have sufficient funds in your Account, we will have the remedies set forth below in Section 20, Set-off and Collection Rights, below. If you have pending chargebacks, then we may delay settlement to you.

    Further, if we reasonably believe that a chargeback is likely with respect to any transaction, we may withhold the amount of the potential chargeback from payments otherwise due to you under this Agreement until such time that: (a) a chargeback is assessed due to a Purchaser’s complaint, in which case we will retain and refund the funds; (b) the period of time under applicable law or regulation by which the Purchaser may dispute that the transaction has expired; or (c) we determine that a chargeback on the transaction will not occur.


    If we determine that you are incurring an excessive amount of chargebacks, WePay may establish controls or conditions governing your Account, including without limitation, by (a) assessing additional Fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated chargebacks and related fees, (c) delaying settlement, and (d) terminating or suspending the Service or closing your Account.

    You agree to assist us and the Platform when requested, at your expense, to investigate any of your transactions processed through the Service. To that end, you permit us and the Platform to share information about a chargeback with the Purchaser, the Purchaser's financial institution, and your financial institution in order to investigate and/or mediate a chargeback. We or the Platform will request necessary information from you to contest the chargeback. If the chargeback is contested successfully, we will release the reserved funds to you. If a chargeback dispute is not resolved in your favour by the Card Networks or issuing bank or you choose not to contest the chargeback, we may recover the chargeback amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us and the Platform in a timely manner when investigating a transaction, including providing necessary documentation within seven (7) days of our request, may result in an irreversible chargeback. We and the Platform reserve the right, upon notice to you, to charge a fee for mediating and/or investigating chargeback disputes.

    20. Set-off and Collection Rights

    We can, without notifying you or making a demand for payment, retain, apply or set off any amount owed you by WePay, or the value of any of your property in the possession of WePay, against any amount you owe WePay or our affiliates, for any obligation irrespective of whether WePay has made any related demand (even if it is unmatured). All fees are deducted first from the transferred or collected funds and thereafter from your Account. If you do not have sufficient funds, we may collect from any funding source associated with your Account, or from any other Account under your control, or from any funding source associated with such other Account, including but not limited to any funds (a) deposited by you, (b) due to you under this Agreement, or (c) available in your bank account or other payment instrument registered with WePay. Your failure to pay in full amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation legal fees and expenses, collection agency fees, and interest at the lesser of one-and-one-half percent (1-1/2%) per month or the highest rate permitted by law. In its discretion, WePay or the Platform may make appropriate reports to credit reporting agencies and law enforcement authorities and cooperate with them in any resulting investigation or prosecution.  You hereby expressly agree that all communication in relation to delinquent accounts will be made by email, text or by phone, as provided by you to WePay or the Platform.  Such communication may be made by WePay or by anyone on its behalf, including but not limited to the Platform or a third party collection agent.

    21. Dormant Accounts

    If there is no activity in your Account (such as a payment or settlement) for the period of time set forth in the applicable unclaimed property laws, and you have funds, we or the Platform may notify you by sending an email to your registered email address or a text to your registered telephone number. We or the Platform may also notify you by postal mail. If you do not initiate settlement of the funds or respond to our notice within the time period specified in the notice, we may close your Account and escheat your funds (less a processing fee) in accordance with applicable law.

    22. Statements and Errors

    WePay or the Platform will provide a report of activities, including transactions and fees, relating to the Service (“Statement”), which is available for you to examine when it is available online.  Neither WePay nor the Platform is responsible for you relying on balance, transaction or related information that is updated or corrected, or the accuracy or timeliness of information supplied by any third party.  You agree that the Statements are sufficient for you to inspect and review activity and to identify errors and unauthorised or altered transactions.  You will promptly examine your entire Statement once it is available.  You will promptly, and no later than 90 calendar days after the Statement date, reconcile your Statement with your bank statements and other receipts from the same period, and notify WePay or the Platform of any:  (a) unauthorised transactions, including any claims of such activity or requested adjustments, (b) alterations, errors, discrepancies and irregularities, or (c) discrepancies you identify when reconciling with your bank statements and other receipts.  If you do not act in the timeframes above, you agree that you cannot: (i) assert you exercised reasonable care and promptness in reviewing your Statement and identifying errors, (ii) be reimbursed for a “Claim” (as defined in Section 32 below) refused as a result, and (iii) make a Claim or otherwise act against us for a subsequent loss that was preventable or caused by the same wrongdoer’s repeated act.   You should make archival copies of your Statement data regularly. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data, and (b) reconciling all transaction information that is associated with your Account.

    23. Privacy

    Your privacy is very important to us.  By accepting this Agreement, you confirm that you have read, understood and accepted our Privacy Policy.  Exhibit B sets forth certain Data Protection provisions that apply to both you and us.

    24. Security

    We have implemented technical and organisational measures designed to secure your personal information from accidental loss and from unauthorised access, use, alteration or disclosure. However, we cannot guarantee that unauthorised third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

    If you discover a security-related issue, including any unauthorised use of your access credentials or Account, you will inform us of the issue immediately by contacting the WePay Security Team at security@wepay.com

    25. Your Right to Terminate

    You may terminate this Agreement by closing your Account at any time. When you close your Account, any pending transactions will be cancelled. Any funds that we hold in custody for you at the time of closing, less any applicable fees and other liabilities, will be settled to you in accordance with Section 11, Settlement Schedule, and Section 12, Reserve, above.

    26. Our Right to Terminate

    We may terminate this Agreement and close your Account for any reason or no reason at any time upon notice to you; provided, that if Merchant is a Consumer, Micro-enterprise or Charity then WePay shall give Merchant at least two months' notice of termination. WePay or the Platform may also suspend the Service and suspend access to your Account (including the funds in your Account) if you (a) have violated the terms of the WePay’s policies, Platform’s policies, or this Agreement, (b) pose an unacceptable credit or fraud risk, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct. 

    27. Effect of Termination

    If your WePay Account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Service, (c) that the license provided under this Agreement shall end, (d) that we and the Platform have the right to delete all of your information and Account data in accordance with our record-keeping policies and applicable law, and (e) that neither WePay nor the Platform shall be liable to you or any third party for any of the foregoing actions. 

    Neither WePay nor the Platform shall be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any fees or costs accrued prior to the termination and any other amounts owed by you to us, your Purchasers, or the Platform as provided in this Agreement. 

    After termination of this Agreement, you continue to be liable for all fees and costs including without limitation: chargebacks; refunds; Fees; Card Network Liabilities; and adjustments resulting from or relating to transactions processed pursuant to this Agreement.  If you submit transactions to us after the date of termination, we may, but are not required to, process such transactions.  All transactions we process will be in accordance with and subject to all the terms of this Agreement.  This Section 27 will survive termination of this Agreement.

    28. Your License

    WePay grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to accept and receive payments and to manage the funds you so receive.

    Unless you separately execute a written agreement with WePay that expressly grants you such permission, you may not, nor may you permit any third party to, do any of the following: (i) access or monitor any material or information on any WePay system using any manual process or robot, spider, scraper, or other automated means; (ii) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from WePay; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) violate the restrictions in any robot exclusion headers on the Service, work around, bypass, or circumvent any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other Merchants, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this Agreement. You may not use the Service on a mobile device that is “jail broken” or otherwise modified contrary to the manufacturer’s software or hardware guidelines. Your use of the Service may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.

    29. WePay’s Intellectual Property Rights

    The Service is licensed and not sold. WePay reserves all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret and other intellectual property laws. WePay owns the title, copyright and other worldwide intellectual property rights in the Service and all copies of the Service. This Agreement does not grant you any rights to WePay's trademarks or service marks, nor may you remove, obscure, or alter any of WePay’s trademarks or service marks included in the Service.

    You may choose to, or we may invite you to, submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Feedback"). By submitting Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place WePay under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, WePay does not waive any rights to use similar or related ideas previously known to WePay, or developed by its employees, or obtained from sources other than you.

    30. Your Representations and Warranties

    You represent and warrant to us that: (a) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (b) the name identified by you when you registered is your name or business name under which you sell goods and services; (c) any sales transaction submitted by you will represent a bona fide sale by you; (d) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (e) you will fulfill all of your obligations to each Purchaser for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Purchaser; (f) you and all transactions initiated by you will comply with all national and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (g) except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; (h) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service; (i) your use of the Service will be in compliance with this Agreement.

    31. Limitation of Liability and Disclaimer of Warranties

    Under no circumstances will WePay's financial liabilities arising out of or related to this Agreement exceed the total fees paid to us under this Agreement (net of Card Network and other third party fees including, without limitation, interchange, assessments, and Card Network Liabilities) for the six months prior to the time the liability arose.

    EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, IN NO EVENT WILL ANY PARTY, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES, BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REGARDLESS OF THE FORM OF ACTION (WHETHER IN NEGLIGENCE, TORT, CONTRACT UNDER AN INDEMNITY OR OTHERWISE)AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CARD NETWORK LIABILITIES SHALL BE DEEMED TO BE DIRECT DAMAGES. ALL PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR COMMERCIAL SERVICES WEPAY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, MADE TO MERCHANT OR ANY OTHER PERSON, REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO SUCH SERVICES.

    NOTWITHSTANDING THE FOREGOING, NEITHER PARTY SEEKS TO EXCLUDE OR LIMIT LIABILITY IN RESPECT OF INJURY TO OR DEATH OF ANY PERSON CAUSED BY ITS NEGLIGENCE NOR IN RESPECT OF ITS FRAUD.

    32. Timely Filing of Claims

    As used in this Agreement, “Claim” means an actual or potential action, loss, claim, dispute, controversy, damage, demand, liability, garnishment, lien, levy or other order, cost or expense, including Special Damages, attorney fees and dispute resolution costs.  You must file a Claim in connection with the Service with a tribunal or court of competent jurisdiction within two years of the event that gave rise to the Claim.  Failure to do so will mean you have waived that claim against us.

    33. Indemnification and Holding Harmless

    You agree to unconditionally release, indemnify, defend and hold harmless us, our affiliates and our respective Related Persons (defined following) for any Claim arising from or related to:  (a) us providing the Service, or accepting or processing a transaction or instruction from you, your authorised person or on your behalf related to the Service or otherwise consistent with this Agreement, (b) us or our Related Persons paying a tax, interest or penalty for which you are liable or for which we or our affiliates otherwise have no responsibility, (c) us taking any action permitted by this Agreement, including defending against a Claim, (d) you breaching this Agreement or a representation or warranty you give, (e) you claiming against a Card Network relating to the Service or a transaction, (f) you or us incurring fees, fines or penalties arising from you breaching legal requirements or Card Network Rules, (g) you or anyone else using the Service with your access credentials, and (h) a third party claim. 

    “Related Persons” are past, present and future direct and indirect parents and affiliates and any authorised person, director, officer, employee, manager, partner, shareholder, beneficial owners, insurer, service provider, agent or attorney, including all successors, subrogees and assigns.

    This indemnity does not apply to any Claim to the extent it is directly caused by our negligence, recklessness or willful misconduct.

    Indemnity obligations in this Agreement remain in force after your Account closes or this Agreement or the Service terminates.

    34. Disputes

    If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact Customer Support with any dispute.  WePay will reply to you at the latest 15 business days after we receive your inquiry.  In exceptional situations, if we cannot give a full reply for reasons beyond our control, we will indicate those reasons and specify the deadline by which you will receive a full reply, at the latest 35 business days after we receive your initial inquiry.  If WePay cannot resolve your concerns, we agree to an informal and inexpensive dispute resolution process requiring individual arbitration.

    If we are unable to resolve your complaint, you may be entitled to refer it to the UK Financial Ombudsman Service. You can use the details below to contact them and can find out more information on eligibility and how to use the UK Financial Ombudsman Service on their website.

    Alternatively, you may also be eligible to submit your complaint to the Financial Ombudsman Service using the EU Online Disputes Resolution Platform, which has been set up by the European Commission to make it easier to bring complaints. The website address is http://ec.europa.eu/odr.

    35. Binding Individual Arbitration

    You agree that any Claim related to this Agreement or the Service, including claims regarding the applicability of this arbitration clause, shall be resolved exclusively and finally by binding arbitration administered by the London Court of International Arbitration ("LCIA").  We will select another arbitration forum if the LCIA ceases operations.

    In the absence of this arbitration clause, you may otherwise have had a right or opportunity to litigate any Claim through a court before a judge or jury and to participate or be represented in litigation filed in court by others (including class actions).  You are waiving those rights and any Claim you have must now be resolved through arbitration.

    All Claims are subject to arbitration, irrespective of the grounds they are based on.  This includes Claims based on contract, tort (including intentional tort), fraud, agency, 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, on the one hand, and us, on the other hand.  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.  The prohibition against class action contained in this Section 35 shall be non-severable from the remainder of this Section 35.

    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 LCIA 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.

    36. Governing Law

    This Agreement and any dispute will be governed by English law. 

    37. Third Party Rights

    This Agreement does not confer any rights on any person or party pursuant to the Contracts (Rights of Third Parties) Act of 1999.

    38. Assigning this Agreement; Change of Control

    We must agree in writing before you transfer or assign this Agreement (including by operation of law or merger).  Without our consent, such transfer or assignment is void and may result in us immediately terminating the Agreement.  Where we do agree, an assignee or transferee is subject to this Agreement and the obligations and liabilities you owed to us before the date it is transferred or assigned.

    We must agree in writing before an assignee can continue, assume or assign this Agreement for the benefit of a creditor, custodian, receive, trustee in bankruptcy, debtor in possession, sheriff or court officer, or a person taking charge of your assets or business.

    We can at any time assign or transfer this Agreement, in whole or in part, or any or all of our respective rights and obligations under this Agreement.

    You will give us notice at least 60 calendar days before you sell all or substantially all of your assets, or a person becomes a beneficial owner with more than 50 percent of the combined voting power of your ownership interests, or acquires voting control.  You will give us information we request about a major asset sale or ownership change.

    39. Third Party Services and Links to Other Web Sites

    You may be offered services, products and promotions provided by third parties and not by WePay. If you decide to use these third party services, you will be responsible for reviewing and understanding the terms and conditions associated with them. You agree that WePay is not responsible for the performance of these services. The Website may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by WePay. You agree that you access any such website at your own risk, and that the site is not governed by the terms and conditions contained in this Agreement. WePay expressly disclaims any liability for these websites. Please remember that when you use a link to go from our Website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our Website, is subject to that website's own rules and policies.

    40. Amendment of Agreement

    We have the right to change the terms of this Agreement at any time with notice that we in our sole discretion deem to be reasonable in the circumstances, including posting the revised Agreement on our Website. Any use of the Service following such notice or posting shall constitute your acceptance of this Agreement as modified. 

    However, if you are a Consumer, Micro-enterprise or Charity, we will give you two months' notice of any substantial changes to this Agreement.

    41. Force Majeure

    We are not liable to you for not carrying out, or delaying performance of, any actions caused by an act of God, a government authority, any Card Network, a legal requirement, a catastrophe, war or terrorism, civil or labor disturbance, fire, flood, other natural disaster, or any other cause beyond our reasonable control.

    42. Regulatory Disclaimer

    The parties agree to comply with Exhibit D to this Agreement.

    43. Other Provisions

    This Agreement is concluded in English. Except as expressly provided in this Agreement, this Agreement is a complete statement of the agreement between you and WePay, and it describes the entire liability of WePay and your exclusive remedy with respect to your access and use of the Service.

    In the event of a conflict between this Agreement and any other WePay agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

    Headings and summaries are included for convenience only, and shall not be considered in interpreting this Agreement.

    This Agreement does not limit any rights that WePay may have under trade secret, copyright, patent, confidentiality or other laws. WePay's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

    No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. 

    44. Survival

    Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect in accordance with its terms upon the termination of this Agreement.

    Exhibit A - Certain Specific Card Network Requirements

    1. Merchant agrees to:
    • Perform all of its obligations under this Agreement in compliance with applicable laws and regulations.
    • Comply with the Card Network Rules regarding use of the Card Network trademarks or service marks (“Marks”), Card Network acceptance, risk management, transaction processing, and any Card Network products, programs or services in which the Merchant is required to, or chooses to participate.
    • Not knowingly submit any transaction that is illegal or that the Merchant should have known was illegal.
    1. Merchant agrees that each Card Network shall be entitled to limit or terminate (or cause WePay to limit or terminate) this Agreement.
    1. WePay shall be entitled to immediately terminate this Agreement for any significant circumstances that create harm or loss of goodwill to the Card Networks or their respective payment systems. Merchant shall not submit any Transaction that it knows or should have known to be either fraudulent or not authorised by the Purchaser. Merchant is responsible for its employees’ actions. Merchant shall not submit any Transaction that does not result from an act between the Purchaser and Merchant.
    1. Merchant must not deposit a transaction until the transaction is completed and all goods or services are shipped or provided, except: (i) if the Purchaser has agreed to a delayed delivery or an advance deposit, (ii) in the case of a prepayment of services or custom merchandise, if the Merchant advises the Purchaser of the immediate billing at the time of the transaction; or (iii) Purchaser consent has been obtained for a recurring transaction. 
    1. For recurring transactions, Merchant shall (i) obtain the Purchaser’s legally recognised consent to periodically charge the Purchaser on a recurring basis for the goods or services purchased, which consent shall include the frequency of recurring charges, the amount of the recurring transactions (unless the recurring transactions are for varying amounts), and the duration of time for which the charges may be made; (ii) retain such consent and provide it upon request to WePay or the issuing bank of the Purchaser’s payment instrument; (iii) not submit any recurring transaction after the duration specified in such consent or after receiving a cancellation notice from the Purchaser or a notice from WePay or any Card Network (via authorisation decline response code or otherwise) that the transaction is not authorised or that the payment instrument is not to be honored; and (iv) include in its transaction data the electronic indicator that the transaction is a recurring Transaction.
    1. Merchant must not require any Purchaser to pay a surcharge, any part of Merchant’s discount rate, or any contemporaneous finance charge in connection with a MasterCard Transaction, and shall not add any amount over the advertised or normal price to a transaction, except to the extent expressly permitted by the applicable Card Network Rules or by applicable laws or regulations expressly require that Merchant be permitted to impose such surcharge or amount. Any surcharge amount, if allowed, must be included in the transaction amount and not collected separately. If Merchant chooses to impose any surcharge, Merchant shall provide each Card Network and WePay with no less than 30 days’ advance written notice that the Merchant intends to impose such surcharge on transactions at either the brand level or product level. Merchant may not impose any such surcharge at both the brand and product level. 
    1. Merchant may request but may not require Purchaser identification as a condition of payment instrument acceptance, unless such information is required to complete the transaction, such as for shipping purposes. If the name on the identification does not match the name on the payment instrument, Merchant may decide whether to accept the payment instrument.
    1. Merchant must not accept a payment instrument to collect or refinance an existing debt. Merchant must not: (i) accept Purchaser payments for previous card charges, or (ii) complete a transaction that represents the collection of a dishonored cheque.
    1. Merchant must not accept a payment instrument for the purchaser of scrip.
    1. Merchant shall never issue refunds for transactions by cash or a cash equivalent (e.g., cheque) unless required by law or permitted by the Card Network Rules.
    1. Merchant and its service providers shall comply with the provisions of Visa’s Cardholder Information Security Program (“CISP”). Merchant shall be responsible for demonstrating compliance by its service providers with the requirements of CISP. Merchant shall notify MasterCard and WePay immediately if Merchant becomes aware of a data compromise event.  If Merchant is undergoing a forensic investigation at the time this Agreement is signed, Merchant shall fully cooperate with the investigation until completed.
    1. Merchant agrees to accept all categories of Visa and MasterCard Cards (i.e., debit and credit cards), unless Merchant has notified WePay in writing of its election to accept one of the following “limited acceptance” options: (i) all Visa and MasterCard consumer credit cards and Visa and MasterCard commercial credit and debit cards; or (ii) Visa and MasterCard debit cards only (but no credit cards). Notwithstanding the election of one of the foregoing limited acceptance options, Merchant must honor all foreign bank-issued Visa and MasterCard Cards. If Merchant elects one of the limited acceptance categories: Merchant must display appropriate signage to indicate the limited acceptance category; and WePay, at its option, may process any transactions submitted to WePay outside of the limited acceptance category, in which case such transactions will be assessed the applicable interchange fees plus any additional fees/surcharges assessed by WePay or the Card Networks. Merchant must honor all valid cards within Merchant’s range of acceptance without discrimination when properly presented for payment. Merchant must maintain a policy that does not discriminate among customers seeking to make purchases with a card.
    1. Merchant’s use or display of any Card Network Marks will terminate effective with the termination of this Agreement or upon notification by the Card Network to discontinue such use or display. Any use of a Card Network Mark by Merchant in advertising, acceptance decals, or signs, must be in accordance with the Card Network Rules, including the Card Network’s reproduction, usage, and artwork standards, as may be in effect from time to time.
    1. Merchant shall prominently and unequivocally inform the Purchaser of the identity of the Merchant at all points of interaction, so that the Purchaser readily can distinguish the Merchant from any other party, such as a supplier of products or services to the Merchant. Merchant must ensure that the Purchaser understands that the Merchant is responsible for the transaction, including delivery of the products (whether physical or digital) or provision of the services that are the subject of the transaction, and for customer service and dispute resolution, all in accordance with the terms applicable to the transaction.
    1. Merchant’s electronic commerce website shall: 
    • Prominently display the name of the Merchant (at least as prominently as any other information depicted on the website, other than images of the products or services being offered for sale), and identify such displayed name as both the Merchant and as the name that will appear on the Purchaser statement
    • Display a customer service contact, including email address and telephone number;
    • Display the address, including the country, of Merchant’s fixed place of business (regardless of website or server locations);
    • Clearly indicate Merchant’s return/refund policies;
    • Contain the Merchant’s policy for delivery of multiple shipments, if applicable; and
    • Provide a description of its security methods, capabilities and policy for transmission of payment instrument information.
    1. Merchant shall prominently display the appropriate Card Network Marks indicating acceptance at the point of interaction, wherever payment options are presented. Such Card Network Marks may also be displayed in advertising or other materials or images at the physical or electronic point of interaction to indicate brand acceptance. No other Card Network Marks or marks may be used for these purposes. Upon request, Merchant shall supply WePay with samples of any materials or images bearing the appropriate acceptance Card Network Marks.
    1. Merchant may request or encourage a Purchaser to use another form of payment, a payment instrument of a different Card Network, or a payment instrument of a different type than the one the consumer initially presents. Except where prohibited by law, it may do so by methods that include, but are not limited to:
    • Offering the Purchaser an immediate discount from the Merchant’s list, stated, or standard price, a rebate, a free or discounted product or service, or any other incentive or benefit if the Purchaser uses a particular payment instrument with an acceptance brand other than the Card Network or other particular form of payment;
    • Offering the Purchaser an immediate discount from the Merchant’s list, stated, or standard price, a rebate, a free or discounted product or service, or any other incentive or benefit if the Purchaser, who initially presents a card, uses instead another card or another form of payment;
    • Expressing a preference for the use of a particular card or form of payment;
    • Promoting the use of a particular general purpose card with an acceptance brand other than the Card Network or the use of a particular form or forms of payment through posted information, through the size, prominence, or sequencing of payment choices, or through other communications to customers (provided that the Merchant will abide by the Card Network Rules relating to the display of the Card Network Marks including, but not limited to, the Card Network Mark indicating acceptance); or
    • Communicating to Purchasers the reasonably estimated or actual costs incurred by the Merchant when a Purchaser uses particular cards or forms of payment or the relative costs of using different general purpose cards or forms of payment.

    Notwithstanding the foregoing, Merchant may not offer a discount or other benefit to a Purchaser if the Purchaser uses a particular issuing bank’s card, unless the discount or other benefit is available for all other cards of the same product type or is accessed 1) after the transaction has been completed (for example, a credit on the billing statement or a rebate); or 2) at the time of or after the transaction and is effected by a separate instrument and not by the card (for example, a coupon or a voucher). Merchant must not promote a discount or other benefit for use of a particular issuing bank’s card.  

    1. At its sole discretion, at any time, a Card Network may, either itself or through WePay or any agent of such Card Network, investigate, review, audit, or inspect Merchant, including by inspecting the premises and auditing the books, records, and procedures of Merchant to ensure that it is complying with the Card Network Rules and applicable brand and security standards and procedures. Merchant agrees that in such event it shall cooperate fully with such Card Network (or its agent) in connection with such investigation, inspection, audit or review, including, without limitation by providing access to Merchant’s premises and to all pertinent records and requested information.
    1. Except as expressly permitted in the Card Network Rules, Merchant must not directly or indirectly require any Purchaser to pay a surcharge or any part of any Merchant discount or any contemporaneous finance charge in connection with a transaction. Merchant may provide a discount to its customers for cash payments. Merchant that chooses to impose a permitted surcharge must provide the Card Networks and WePay with no less than 30 days’ advance written notice that the Merchant intends to impose a surcharge on transactions at either the brand level or product level. 
    1. Except to the extent permitted by the applicable Card Network Rules and applicable law, Merchant must not establish a minimum or maximum transaction amount as a condition for honoring a payment instrument.
    1. Merchant must not submit any transaction that represents the refinancing or transfer of an existing Purchaser obligation that is deemed to be uncollectible, or arises from the dishonor of a Purchaser’s personal check.
    1. Merchant shall not impose, as a condition of acceptance of a payment instrument, a requirement that the Purchaser waive a right to dispute a transaction.
    1. Merchant shall not submit any transaction that is illegal, or in the sole discretion of any Card Networks, may damage the goodwill of the Card Network or reflect negatively on the Card Network Marks, including, without limitation, (i) for the sale or offer of sale of a product or service other than in full compliance with any law then applicable to WePay, the issuing bank, Merchant, Purchaser, or the Card Networks, or (ii) for the sale of a product or service, including an image, which is patently offensive and lacks serious artistic value (such as, by way of example and not limitation, images of nonconsensual sexual behavior, sexual exploitation of a minor, nonconsensual mutilation of a person or body part, and bestiality), or any other material that a Card Network deems unacceptable to sell in connection with a Card Network Mark. Merchant shall submit to WePay only valid transactions between the Merchant and a bona fide Purchaser, and shall not submit any transaction which it knows or should have known to be fraudulent or not authorised by the Purchaser, or to be authorised by a Purchaser colluding with the Merchant for a fraudulent purpose.
    1. Merchant shall not disparage any Card Network or any of the Card Networks’ products, programs, services, networks, or systems.
    1. Merchant must not sell, purchase, provide, exchange or in any manner disclose payment instrument information to anyone other than WePay, to the Card Networks, or in response to a valid government demand. This prohibition applies to card imprints, carbon copies, mailing lists, tapes, database files, and all other media created or obtained as a result of a transaction.

     

    Exhibit B - Data Protection

    1. Overview.

    These terms represent the agreement of the parties with respect to WePay receiving personal data from or on behalf of Merchant pursuant to WePay’s provision of payment services under the Agreement (“Payment Services”), the processing of which is subject to European Data Protection Law (as defined below).  These terms do not apply to WePay receiving personal data in connection with processing activities that WePay undertakes as a controller (for example, when WePay processes data in order to detect fraudulent payment transactions).

    1. Definitions.

    Capitalised terms used in these terms shall have the same meaning as defined in the Agreement, unless indicated otherwise.  The terms “data controller”, “data processor”, “data subject”, “personal data”, “processing”, and “supervisory authority” shall have the meaning given in applicable European Data Protection Law.

    European Data Protection Law” means: (a) the GDPR, Directive 95/46/EC, Directive 2002/58/EC and Directive 2009/136/EC, together with any national implementing laws in any Member State of the European Union; and (b) any equivalent legislation or legislation dealing with the same subject matter; each as applicable to WePay and each as amended, consolidated or replaced from time to time.

     “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (as may be amended, extended or replaced from time to time) on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

    1. Processing.

    (a)       Details.  Through its use of the Payment Services as integrated by the Platform or otherwise in writing, Merchant shall notify WePay of the processing activities to be carried out by WePay in accordance with these terms. 

    (b)       Compliance.  Each party will comply with all obligations applicable to it under European Data Protection Law. 

    1. Sub-processors. Merchant specifically authorises the engagement of WePay’ s affiliates as sub-processors and generally authorises the engagement of any other third parties as sub-processors.
    2. Assistance and Cooperation. If Merchant receives a request from a data subject for access to their personal data submitted by Merchant to WePay and processed by WePay under this Agreement, or to correct, erase or cease processing such personal data, Merchant shall, as soon as reasonably practicable, notify WePay of any such request and WePay will, as soon as reasonably practicable, and to the extent permitted by the applicable laws and/or the Card Network Rules, provide, at Merchant’s cost, details of such personal data to enable Merchant to comply with any such request. To the extent the request relates to the deletion of such personal data, Merchant acknowledges that its deletion may result in WePay being unable to continue to provide the Services under this Agreement. 

    Exhibit C - 3DSecure Services

    This exhibit (the “3DSecure Exhibit”) sets forth additional terms and conditions applicable to Merchant’s receipt of the 3DSecure Services (as defined below).

    1. General. WePay offers 3DSecure Services (defined below) to Merchants, accessed through a gateway solution provided by WePay and integrated by Platform. Merchant desires to use the 3DSecure Services, and WePay is willing to provide the 3DSecure Services to Merchant, on the terms and conditions set forth in this 3DSecure Exhibit. Except as provided otherwise herein, all of the terms and conditions of this Agreement shall apply to the 3DSecure Services, which will be deemed to be part of the “Service” under this Agreement. In the event of a conflict between specific terms of this 3DSecure Exhibit and this Agreement in respect of the 3DSecure Services, the terms of this 3DSecure Exhibit shall prevail

    2. Definitions. For purposes of this 3DSecure Exhibit, all capitalized terms not otherwise defined herein shall have the meaning set forth below.  Capitalised terms used and not defined in this 3DSecure Exhibit shall have the respective meanings given to them in this Agreement. 

                 “3DSecure Services” means WePay's service to provide 3DSecure authentication for transactions (which, for the avoidance of doubt, shall include refunds, chargebacks and reversals) made with Visa, MasterCard, and other payment methods that are approved by WePay from time to time for use with the 3DSecure Services.

                “3DSecure Payment Information” means all shipping, billing and other contact information, as well as all payment instrument information (including, but not limited to, a security code, a payment account number, a pin number, or postal code when provided as part of an address verification system) provided by Purchasers in conjunction with Merchant’s use of the 3DSecure Services.

                “Gateway” means a technical interface provided by via the Platform that facilitates the transmission of 3DSecure Payment Information between Merchant’s Point of Sale and WePay. 

                “Gateway API” means a native hosted gateway application or application programming interface made available to Platform to access the Gateway.

                “Intellectual Property Rights” means any copyright, patent, trade secret, trademark, service mark, rights in or to inventions (whether or not patentable), rights in or to works of authorship (whether or not subject to copyright), and other intellectual property rights, whether registered or unregistered.

                “Payment Method” means a branded (a) online payment system using online banking services, (b) combined offline/online payment system such as direct debit, (c) payment card, or (d) other payment methods, in each case operated by, over the infrastructure provided by, and/or under license from a Card Network. 

                “Point of Sale” means the virtual (online or mobile) point of sales systems  provided by Platform and used by Merchant (such as an online “checkout” page) to accept payment for Merchant’s own goods and services.

    3. 3DSecure Services.

    3.1      3DSecure Services.  Subject to Platform’s and Merchant’s compliance with the terms of this Agreement, and subject to the other terms herein contained, WePay will perform the 3DSecure Services: (a) in a good, timely, efficient, professional and workmanlike manner using then-current technology, (b) using personnel who are fully familiar with the technology, processes and procedures to be used to deliver the 3DSecure Services, and (c) in compliance and in accordance with the provisions of this Agreement and applicable Card Network Rules. Merchant must use the Gateway and the Gateway API to access and use the 3DSecure Services. Merchant may use the 3DSecure Services only for Transactions that are made at Merchant’s Point of Sale.

    3.2      Downtime.  Platform and Merchant recognise that the 3DSecure Services may be unavailable from time to time for a number reasons, including, without limitation: (a) equipment or software malfunctions; (b) periodic maintenance procedures or repairs which WePay or its suppliers may undertake from time to time; or (c) causes beyond the control of WePay or its suppliers, or which are not reasonably foreseeable, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion, or other failures (collectively, “Downtime”). WePay agrees to use commercially reasonable efforts to (i) minimise disruption, inaccessibility, and/or inoperability of the 3DSecure Services in connection with Downtime, whether scheduled or not and (ii) correct or cause the correction of any deficiency giving rise to the disruption, inaccessibility, and/or inoperability of the 3DSecure Services.

    4.      Fees.  Merchant shall be charged any fees for the 3DSecure Services as set forth on Website (the "3DSecure Fees"). Notwithstanding anything in this Agreement to the contrary, WePay shall be entitled, upon 30 days’ prior written notice, to modify the 3DSecure Fees. For clarity, the 3DSecure Fees cover only the 3DSecure Services provided under this 3DSecure Exhibit and do not cover the authorisation, processing, settlement and other services provided under this Agreement, which will continue to be subject to the fees set forth in this Agreement or on the Website.

    5.      Certain Platform and Merchant Obligations.

    5.1      Platform and Merchant will use the 3DSecure Services in accordance with the protocols, specifications, formats and procedures provided by (or on behalf of) WePay to Platform and Merchant, respectively. WePay shall not be liable or responsible for the authenticity or accuracy of 3DSecure Payment Information or other data received from Platform or Merchant, or the corruption, loss, alteration, theft, or destruction of such data, during transmission of such data to the 3DSecure Services via the Gateway, and WePay shall be entitled to rely on data received from or on behalf of Merchant in the discharge of its obligations under this 3DSecure Exhibit.

    5.2      Merchant will provide WePay with the website URL from which Merchant will sell products or services and that will accept (or offer to accept) Payment Methods. Merchant will promptly update to WePay any changes to Merchant’s website URL.

    5.3      Neither Platform nor Merchant shall (a) access or use the 3DSecure Services, the Gateway, the Gateway API, or any documentation related to the foregoing for any purposes other than its own business purposes and as expressly permitted under this 3DSecure Exhibit, (b) transmit any data through the 3DSecure Services, the Gateway, or the Gateway API that contain any virus, time bomb, Trojan horse, worm, spyware, disabling code, or other malicious code, (c) modify, edit, reverse engineer, disassemble, decompile, create derivative works from, or otherwise alter or attempt to derive source code or underlying ideas, algorithms, structure, protocols, or organization for or from any of the 3DSecure Services, the Gateway, or the Gateway API, or any related documentation, or of any of the software or technology (or any part thereof) used by WePay or its service providers to provide any of the 3DSecure Services, (d) remove, alter, cover, obfuscate, or hide any patent, copyright, trademark, or other proprietary notices, labels, marks or legends that appear on or in connection with the use or access to any of the 3DSecure Services, the Gateway, or the Gateway API, or any related documentation, (e) republish, rent, lease, sublicense, act as a service bureau for, distribute, or otherwise resell or transfer any of the 3DSecure Services, the Gateway, or the Gateway API, or any related documentation to any third parties without WePay's express written consent, (f) distribute or use the Gateway API or any software or technology used to provide any of the 3DSecure Services, or any related documentation in any manner that would cause WePay or any of its licensors’ proprietary materials to become subject to any open source software license terms, (g) defeat, avoid, interfere with, bypass, remove, deactivate, disable, or otherwise circumvent any software protection mechanism or other security restrictions embedded in the Gateway API or any other part of the 3DSecure Services or software or technology used to provide any of those services, (h) use or access the 3DSecure Services, the Gateway, or the Gateway API for purposes of money laundering, terrorist financing, fraud, or any financial or other crime, or (i) use the 3DSecure Services or Gateway in connection with any transaction for the transfer of funds that are the proceeds of a crime.

    6.      Integration.  Platform will be responsible, at Platform’s cost, for connecting to and integrating with the Gateway in accordance with the technical specifications made available to Platform by WePay.

    7.      Intellectual Property.

    7.1      As between Platform and Merchant on the one hand, and WePay on the other hand, WePay and/or its applicable licensors will own and retain all right, title and interest, including all Intellectual Property Rights, in (a) the 3DSecure Services and the Gateway, (b) the Gateway API, (c) all specifications and documentation provided or made available by WePay to Platform or Merchant related to the foregoing, and (d) all derivative works thereof (collectively, the “Covered IP”). In the event any right, title or interest arises or vests at any time in Platform or Merchant to any of the Covered IP, Platform or Merchant (as applicable) will promptly disclose to and hereby assigns to WePay all such right, title and interest. Platform or Merchant (as applicable) will execute, and cause its employees and other representatives to execute, all necessary documents to give legal effect to such assignment or otherwise secure WePay's ownership of the Covered IP.

    7.2      Subject to Platform’s and Merchant’s compliance with the terms and conditions of this Agreement, WePay grants to Platform and Merchant a non-exclusive, non-transferable, non-sublicensable, and revocable limited license to install and use the Gateway API and any merchant plug-in provided for use with the 3DSecure Services (a “3DS Plugin”), in each case, on computers owned or controlled by Platform or Merchant (as applicable) and (a) in the case of the Gateway API, to integrate the Point of Sale system with the Gateway for purposes of using the 3DSecure Services, and (b) in the case of the 3DS Plugin, to use the 3DSecure Services in connection with Merchant’s transactions. Neither Platform nor Merchant acquires any interest in the Gateway API, the 3DS Plugin, or any related specifications or documentation provided to Platform or to Merchant by or on behalf of WePay, except the limited right to use them to access and use the 3DSecure Services in accordance with and as contemplated by the terms of this Agreement. Subsequent versions of the Gateway API and/or 3DS Plugin may be released from time to time, and WePay may require Platform or Merchant to use the current releases or versions of them.

     8.      Third Party MaterialsParts of the 3DSecure Services (and the Gateway used to access the 3D Secure Services) provided to, and used by, Merchant under this Agreement contain or use materials (“Third Party Materials”) that WePay obtains from its service providers, affiliates, or other third party companies (“Technology Providers”). Platform and Merchant acknowledge and agree that, except as otherwise provided in this Agreement: (a) any issues, claims, or liability related to the 3DSecure Services (or Gateway used to access the 3DSecure Services, including, but not limited to, maintenance or support services with respect to those services, are the responsibility of WePay and are not the responsibility of the Technology Providers; and (b) no rights are granted in or to the Third Party Materials under this 3DSecure Exhibit other than those use or access rights expressly granted to Platform or Merchant respectively under this 3DSecure Exhibit.

    9.      Use and Disclosure of 3DSecure Payment Information.  Platform and Merchant each authorise WePay to share specifications (including, but not limited to any proprietary information of Platform or Merchant such as: designs; visual, audio and audiovisual works; formulae, algorithms, processes, procedures and methods; documentation and technical specification; website specifications and intellectual property inherent therein or appurtenant thereto, which is provided or licensed by Platform or Merchant to WePay for WePay's use in providing the Services), and 3DSecure Payment Information with its employees, affiliates, agents, and supplier(s), as may be required in order to provide the 3DSecure Services. Platform and Merchant acknowledge that their respective use of the 3DSecure Services in no way relieves them from their respective obligations to comply with applicable laws, regulations, industry standards, and security standards (collectively the “Compliance Requirements”). Furthermore, in addition to the obligations set forth in this 3DSecure Exhibit and in this Agreement, Platform and Merchant agree to maintain the security and integrity of their respective e-commerce and mobile commerce websites and the computer systems and networks used to host, maintain, and support the e-commerce and mobile commerce websites (collectively, “Systems”). Platform and Merchant shall comply with all Compliance Requirements to prevent unauthorised access to, and the malicious use of, the Systems. Notwithstanding the foregoing, Platform or Merchant shall be responsible for the loss or compromise of any 3DSecure Payment Information that is deemed, or suspected, to have been unlawfully accessed through the Systems. In addition to any other indemnification obligations under this Agreement, Platform and Merchant each agree to indemnify and hold harmless WePay, its affiliates, officers, directors, and supplier(s) from any and all third-party claims whatsoever (including, without limitation, any claims made or brought by any Purchaser) arising out of or relating to: (a) Platform’s or Merchant’s respective failure to comply with the Compliance Requirements, and (b) the loss or compromise of any 3D Secure Payment Information and Payment Information that is deemed, or suspected, to have been unlawfully accessed through the exploitation of the Systems.

    10.   Term and Termination of this 3DSecure Exhibit.  Except as provided otherwise herein, this 3DSecure Exhibit shall remain in effect for so long as this Agreement remains in effect. In the event this Agreement shall terminate or expire for any reason, this 3DSecure Exhibit and WePay's obligation to provide the 3DSecure Services shall also terminate. Notwithstanding the foregoing, Platform and Merchant acknowledge that either Platform or Merchant (as applicable), on the one hand, or WePay, on the other hand, may terminate this 3DSecure Exhibit and the 3DSecure Services provided hereunder at any time upon thirty (30) days prior written notice. Furthermore, WePay may terminate this 3DSecure Exhibit and its provision of the 3DSecure Services (a) for any of the reasons that WePay may terminate this Agreement (as set forth therein), or (b) upon termination of, or the otherwise cessation of services provided under, the service agreement(s) in place between WePay and its supplier(s). The indemnification obligations set forth in Sections 5 and 9 herein shall survive termination of this 3DSecure Exhibit and this Agreement.

    Exhibit D - Regulatory Disclosure

    1. Payment Services Regulations 2017 (Regulations)

         1.1 Merchant represents and warrants that at the time it becomes bound by the Agreement it is not a consumer, micro-enterprise, or charity as defined in, and used for the purposes of the Regulations, and Merchant undertakes to notify WePay promptly if at any time during the term of the Agreement it becomes such a consumer, micro-enterprise, or charity. 

          1.2 If you are not a Consumer, a Micro-Enterprise or a Charity, you may agree that some of the provisions set out in the Regulations do not apply to you. On this basis, where you are neither a Consumer, a Micro-Enterprise or a Charity, you agree that Part 6 and Regulations 66(1), 67(3) and (4), 75, 77, 79, 80, 83, 91, 92 and 94 of the Regulations shall not apply to this Agreement and the Services.

           1.3 Surcharging

    Merchant shall not request charges for the use of payment instruments for which interchange fees are regulated under Chapter II of the IFR (as defined below) and for those payment services to which Regulation (EU) No. 260/2012 applies.

             1.4 Execution of payment transactions

    Merchant represents, warrants, and agrees that WePay may deduct, in accordance with the terms of the Agreement, all fees, charges, fines, assessments, penalties, amount or other liabilities set forth in this Agreement or in relation to the Services from amounts received by WePay before crediting them to the Merchant’s settlement account.

    With respect to the execution time requirements applicable under the Regulations: (a) the Merchant acknowledges that the applicable business day, cut-off time and point in time of receipt with respect to any particular payment transaction and funds transfer (including any deposit of cash on the settlement account) shall be determined in accordance with the Agreement or, if the Agreement does not provide for such details, in accordance with WePay’s usual procedures; and (b) subject to the terms of the instruction, the Merchant agrees that the execution of the payment transaction shall start on a specific day, as agreed between the parties in accordance with the Agreement or, if the Agreement does not provide for such details, in accordance with WePay’s usual procedures.

    Merchant agrees to notify WePay in writing of any unauthorised or incorrectly executed payment transactions as soon as Merchant becomes aware of them in accordance with the terms of the Agreement. Merchant acknowledges that it will not be entitled to rectification of an unauthorised or incorrectly executed payment transaction if it fails to notify WePay within ninety (90) days (or such other timeframe as may be agreed between the parties) of the debit date of any such unauthorised or incorrectly executed transaction.

    1. Regulation (EU) 2015/751 on Interchange Fees for Card-Based Payment Transactions (“IFR”)

         2.1 Merchant understands that, under the IFR, Merchant is entitled to be communicated certain information as set forth in Article 12 of the IFR (“Article 12 Information”). Merchant further understands and agrees that the Article 12 Information is made available to Merchant by WePay.

         2.2 Merchant understands that the IFR introduces restrictions capping the amount of interchange fees chargeable, as well as requiring the disclosure of fees to Merchant on an unblended basis. In accordance with Article 9(1) of the IFR, WePay is obliged to offer and charge Merchant service charges individually specified for different categories and different brands of payment cards with different interchange fee levels. To the extent Merchant requests to be offered and charged Merchant service charges on a blended basis, Merchant agrees to the additional terms and representations that are made available to the Merchant by WePay regarding blended fees.

     

    WePay Terms of Service - United Kingdom

    WePay is changing its Terms of Service effective November 1, 2018 to update the list of prohibited activities in Section 7.

    These Terms of Service are a legal agreement (this "Agreement") between you ("user," "you" or "your"), WePay Payments Ltd. ("WePay"), a company incorporated in England and Wales (Company number 09135633) and a member of the JPMorgan Chase & Co. family of companies, whose head office is at 25 Bank Street, Canary Wharf, London, E14 5JP, and Valitor hf (the "Designated Bank" and collectively with WePay referred to as "we," "our," or "us").

    WePay is authorized by the Financial Conduct Authority ("FCA") under the Payment Services Regulations 2017 (firm reference number 714043) for the provision of payment services.

    As used in this Agreement, "Service" refers to WePay's payment processing services with the Designated Bank, as well as our website, any software or application programming interfaces, documentation, tools, hardware, internet-based services, and any updates thereto provided to you by WePay, directly or indirectly. To use the Service, you must agree to all the terms of this Agreement.

    WePay offers the Service exclusively through integrations with third-party websites ("Platforms"). The Platform through which you access the Service might have its own terms of service and privacy policy that apply to you. This Agreement incorporates by reference all policies, notices, and other content that appear on our website at www.wepay.com as well as policies, notices, and other content concerning the Service that appear on the Platform's website (collectively, the "Website").

    Basically,

    Each WePay user must agree to everything on this page and the Website.

    1. Merchant Relationship with WePay

    WePay provides the Service to users (“Merchants”) to facilitate receipt by Merchants of payments by card through the “Card Networks” (defined following) from persons who pay them (“Purchasers”).  “Card Networks” means, collectively, Visa Europe Ltd. (“Visa”), MasterCard Europe S.A. (“MasterCard”), Discover, American Express or other payment card networks, associations, or companies.  WePay is not a party to transactions between Merchants and Purchasers.

    Merchants must register with WePay. To register, a Merchant provides information, including email address and a self-selected password, in order to create an account (“Account”). This Account enables you to review card transactions that are in process of settling from a Card Network and us to your linked bank account.  You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken under them.

    WePay asks Merchants for additional information to identify each person that opens an account, such as business name, street address, telephone number, business identification number, description of business, description of goods sold and services provided, date of birth and beneficial ownership information (where applicable). You agree to update this information in order to keep it current and complete, and you agree that, on the basis of such updated information, WePay or the Designated Bank may modify the terms of this Agreement or terminate it with immediate effect. You agree to provide supplemental documentation upon request (including but not limited to: articles of incorporation, passports, driver's license or a business license). You agree that the identity information provided is complete and accurate to the best of your knowledge and authorise WePay, directly or through third parties, to make inquiries or verify that this information is accurate (for example, through social media or third party databases).

    By entering into this Agreement, you are providing WePay and the Designated Bank with authorisation to retrieve information about you from, and provide information about you to, third parties, including but not limited to credit reporting agencies or bureaus and other information providers, and you authorise and direct such third parties to compile and provide such information to us.  You acknowledge that such information retrieved and provided may include your name, address history, credit history and other data about you.

    You must provide accurate and complete information to WePay.  Specifically, when you register for WePay, you must demonstrate that you can receive email at the email address you provide.  If you do not confirm your email address, then (a) fourteen (14) days after you accept your first payment, you will not be able to accept additional payments, and (b) thirty (30) days after you accept your first payment, the Designated Bank will refund to your payers all of the payments you have accepted.  In addition, in order to settle the payments you have accepted to your bank account or other instrument, you must provide to WePay identity and settlement information (such as your bank account information).  If you do not provide identity and settlement information, then (a) thirty (30) days after you accept your first payment, you will not be able to accept additional payments, and (b) unless you provide identity and settlement information promptly, the Designated Bank will refund to your payers all of the payments you have accepted.  Finally, if at any time WePay is unable to verify that the identity information you provided is correct and up-to-date, then, unless you provide verifiable information promptly, (a) WePay will disable your Account so that you cannot accept additional payments, and (b) the Designated Bank will refund to your payers all of the payments that you have accepted but not settled.  Neither the Designated Bank, WePay, nor Platform will have any liability to you for your inability to accept payments or for refunds pursuant to this paragraph.

    You agree that WePay is permitted to share information about you and your Account with the Designated Bank for any purpose reasonably related to the Service and this Agreement.

    WePay allows individuals, businesses, and non-profit organisations to register for WePay. You must be either a United Kingdom citizen, a legal permanent resident of the United Kingdom, or a United Kingdom business or nonprofit organisation having a physical presence in the United Kingdom and authorized to conduct business where you are located. You must be eighteen (18) years of age or older. You may open an Account for a business or nonprofit organisation only if it is legitimate and you have the authority to enter into this Agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by the business or nonprofit organisation.

    Each Account must be linked to a verified U.K. bank account, held in the Merchant’s name.

    Basically,

    In order to use WePay as a Merchant, you must register with accurate and complete information. You must be at least 18 years old and based in the UK.

    2. Purchaser Relationship with WePay

    Purchasers may register with WePay. Whether or not Purchasers register, however, their use of the Service is governed by the terms of this Agreement.

    Basically,

    Purchasers don’t have to register with WePay, but they have to comply with this Agreement.

    3. API Developer Relationship with WePay

    WePay offers an application programming interface (“API”) to retrieve information from or submit requests to WePay.  Developers who use the WePay API, the applications that they develop, and the users that these applications serve, are subject to the terms of this Agreement.

    As a developer, you must receive permission from and open WePay Accounts for individual Merchants. You may not use the WePay API to facilitate use of a WePay Account to process payments for goods and services provided by anyone other than the Merchant who owns the WePay Account. In the event a Merchant receives a chargeback for a payment facilitated by your API application, WePay will collect or attempt to collect those funds from the Merchant in accordance with the “Chargebacks” section below. In some cases (such as where you violate this Agreement or cause Merchants who use your API application to violate this Agreement), you may also be held liable for chargebacks associated with payments facilitated through your API application. You agree never to ask for users' WePay Account passwords under any circumstances, nor any sensitive personal information in connection with your API application or use of the Service. You may charge a fee in addition to WePay's processing fees for the value-add services that you provide ("App Fee"). Your App Fee will be sent to you, and the payment (net of WePay's fees and your App Fee) will be sent to the Merchant for whom you are facilitating the payment.

    WePay will issue you an access token for each user of your API application who creates a WePay Account. You agree that access tokens are the property of WePay, and that misuse of access tokens by you or your users could cause substantial loss and damage to WePay. If your API application uses WePay's Tokenization API to facilitate payments for Merchants, the credit card tokens will be associated with the API application, not the individual Merchant. Consequently, as the developer of the API application, you will be responsible for complying with the Payment Card Industry Data Security Standard (“PCI DSS”) with respect to the primary account number and other protected information you collect from users of the API application. You will implement appropriate measures to protect the security of the access tokens and credit card tokens, and you will notify WePay promptly if you suspect they have been misappropriated or misused.

    You will cooperate with WePay to assure that your Merchants comply with all "Operating Regulations," defined following. The "Operating Regulations" are the by-laws, operating regulations and all other rules, policies and procedures of Visa, MasterCard, and the other applicable Card Networks, as in effect from time to time. For example, if you elect not to provide your Merchants with WePay's standard transaction receipt, you will provide a substitute receipt that complies with the Operating Regulations.

    You must notify WePay by email to activity-inquiry@wepay.com within seven (7) days if you detect transactions processed through WePay that appear either (1) to involve funds derived from illegal activity or to be intended to disguise the ownership, nature, source, location, or control of such funds, (2) to serve no business or apparent lawful purpose, or (3) to involve the use of WePay to facilitate criminal activity.

    Basically,

    Developers can use the WePay API to integrate their applications with the WePay Service, subject to important conditions.

    4. Limitations on WePay's Responsibility

    Neither WePay, the Designated Bank, nor any third party makes any representations or guarantees regarding Merchants or Purchasers using the Service. Use of the Service in no way represents any endorsement by WePay, the Designated Bank, or any Card Network, of a user's existence, legitimacy, ability, policies, practices, or beliefs. Neither WePay nor the Designated Bank has control of, or liability for, goods or services that are paid for with the Service.  Merchant acknowledges and agrees that receipt of Purchaser information via the Service does not indicate that the Purchaser’s payment instrument has sufficient available funds, that a transaction will be authorized or processed, or that the transaction will not later result in a chargeback or reversal. 

    A charitable organisation may use WePay to accept payments as a Merchant. Not all charitable organisations are tax-exempt, and not all contributions to charitable organisations are tax-deductible. Charitable organisations are responsible for correctly classifying themselves and their transactions, issuing any required reports and receipts, and making any required tax or other filings. Contributors are responsible for verifying the status of organisations to which they donate and reporting their donations correctly for tax and other purposes. WePay specifically disclaims any liability in this regard.

    Basically,

    WePay is not responsible for the behavior of its users. It's up to you to decide whether you want to do business with a Merchant, Purchaser, or charitable organisation using WePay.

    5. Our Fees

    WePay charges transaction processing fees to Merchants using the Service. WePay also may charge Merchants the following fees for exceptions processing: £15.00 per chargeback (in addition to the amount of the chargeback). The foregoing WePay fees and App Fees, if applicable, are netted against other funds due to Merchant or debited from the Merchant's bank account or other payment instrument associated with the Merchant's Account. The Merchant agrees to pay the fees that are posted from time to time by WePay or by the Platform (the "Fees"). In general, Fees posted by WePay and the Platform are cumulative; however, in case of inconsistency, the Fees posted by the Platform apply.

    Merchants may increase their prices to include the cost of the Fees and disclose these increases to their Purchasers as a "Service Fee". Merchants may only do this in compliance with the Operating Regulations. If you impose an additional charge or offer a reduction in cost to your customers for using a particular payment method, this information must be advised to your customer before the start of the payment transaction.

    Subject to the terms of this Agreement, we and the Platform reserve the right to change the Fees. By continuing to use the Service, you consent to any change in Fees. To withdraw your consent, you must close your Account.

    Basically,

    WePay charges fees to use our Service. We reserve the right to change our fees at any time.

    6. E-Sign Disclosure and Consent

    Electronic Delivery

    By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your WePay Account and your use of the Service. Communications include but are not limited to:

    1. Agreements and policies, such as this Agreement and our Privacy Policy, including updates thereto;
    2. Annual disclosures;
    3. Transaction receipts or confirmations;
    4. Communication in relation to delinquent accounts (which may also be by phone, and may be made by WePay or by anyone on its behalf, including a third party collection agent);
    5. Account statements and history; and
    6. Any tax statements.

    We will provide these Communications to you by emailing them to you at the primary email address listed in your WePay Account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Website. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to the Website. You further agree that your electronic signature has the same effect as your manual, physical signature.

    Hardware and Software Requirements

    In order to access and retain electronic Communications, you will need the following computer hardware and software:

    1. A computer with an Internet connection;
    2. A modern web browser that includes 128-bit encryption, such as the current version of Chrome (www.google.com/chrome), Internet Explorer (www.microsoft.com/ie), Mozilla Firefox (www.mozilla.com), or Apple Safari (www.apple.com/safari);
    3. Adobe Acrobat Reader version 8.0 and above to open documents in PDF format;
    4. A valid email address (your primary email address registered with WePay); and
    5. Sufficient storage space to save past Communications or an installed printer to print them.

    By giving your consent, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your WePay Account at a later date.

    How to Withdraw Your Consent

    You may withdraw your consent to receive Communications electronically by contacting us through Customer Support, including by writing to us at “WePay, Inc., 350 Convention Way, Suite 200, Redwood City, California 94063 U.S.A.” If you withdraw your consent to receive Communications electronically, WePay may deny your registration for an Account, restrict or close your Account, or charge you additional fees for paper copies.

    Requesting Paper Copies of Electronic Communications

    If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 180 days of the date we provided the Communication to you by contacting us as described above. We will send your paper copy to you by postal mail. In order for us to send you paper copies, you must have a current street address on file in your WePay Account. You understand and agree that WePay may charge you an exceptions fee for each paper copy of a Communication.

    Updating Your Contact Information

    It is your responsibility to keep your primary email address up to date. You understand and agree that if WePay sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, WePay will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add WePay to your email address book so that you will be able to receive the Communications we send to you.

    You can update your primary email address or street address at any time by logging into your WePay Account, selecting “My Settings” from the dropdown menu that appears when you click the down arrow next to your name at the top right of the screen, and entering your new primary email address. If your email address becomes invalid such that electronic Communications sent to you by WePay are returned, WePay may close your account, and you will not be able to transact any activity using your WePay Account until we receive a valid, functioning primary email address from you.

    Language

    You agree that all communications, disclosures and notices will be in English.

    Basically,

    WePay will communicate with you electronically, unless you opt out. Be sure to keep the email address in your WePay Account current.

    7. Prohibited Activities

    By registering for WePay as a Merchant, you also confirm that you will not accept payments or use the Service in connection with the activities, items or services set forth below. Please contact activity-inquiry@wepay.com if you have questions about whether these categories apply to you.

    












    Category Activities
    Adult Adult sites, content, sexual services, child pornography, bestiality, escort services, mail order brides, massage parlors
    Dating services
    Massage parlors
    Aggregation Payment facilitator to other merchants
    Auctions Internet auction, bidding fee auction, penny auction
    Cash, stored value, virtual currency Cash or cash equivalent, purchase of gold, silver, platinum, palladium, bullion and/or bars (collectibles are not prohibited)
    Digital Wallet, stored value, prepaid companies, prepaid phone cards or phone services, sale of mobile minutes, or quasi cash
    Scrip-dispensing terminal
    Virtual currency or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world
    Debt Bail bond services or bankruptcy lawyers
    Credit counseling or repair services; debt elimination, consolidation or reduction services; factoring or liquidators
    Credit protection or identity theft protection services
    Damages, losses, penalties, or fines of any kind; alimony, child support, or other court-ordered payments
    Debt collection; payment for a dishonored check or for an item deemed uncollectible by another merchant
    High interest rate non-bank consumer lending, including payday lending and title loans
    Loan payments transacted on a credit card
    Drug Drugs or drug paraphernalia
    Marijuana dispensaries and related products or services
    Peptides
    Personal enhancement products or nutraceuticals - vitamins, supplements, herbals, weight loss programs
    Pseudo pharmaceuticals
    Pharmaceuticals, internet pharmacies
    Education For profit higher education
    Financial services Banks, credit unions, savings and loan associates, unit trusts, mutual funds, foreign exchange, Bureau de Change
    Buy here, pay here (in-house financing)
    Cash advances
    Currency exchanges or dealers
    Money transfer, wire transfers, money orders, money transmitters, and check cashing, including merchants required to be registered as money services businesses
    Payable through accounts (foreign or domestic)
    Gambling, lottery Gambling or betting, including lottery tickets, casino gaming chips, off-track betting, sports forecasting or odds making, fantasy sports, memberships on gambling-related internet sites and wagers at races, contests, sweepstakes, raffles, and offering prizes as an inducement to purchase goods or services
    High Risk Astrology and related prediction or forecasting services
    Brand damaging
    Career placement or advice center merchants
    Cyberlockers, file sharing, file storage
    Delayed delivery merchants where the good or service is not shipped, delivered, or fulfilled when the card transaction is processed but is to occur at a future date
    International card sales greater than 20% of total sales
    Lifetime guarantee
    Merchants who are known to test or conduct research on animals
    Merchants who are known to have labor/working condition issues
    Merchants who are involved in developments that involve land acquisition and involuntary resettlement
    Merchants who are known to have experienced material community issues (e.g., demonstrations, blockades, security threats)
    Merchants whose proceeds may have the potential to impact indigenous peoples
    Merchants who have been subject to allegation and impacts related to human rights violations
    Money back guarantees exceeding 30 days
    Motor vehicle sales
    Online help for classes, homework or assignments
    Online personal computer technical support
    Pawn shop
    Private prison operators
    Psychic services
    Sale of airline, hotel, rental, or other miles or points
    Sale of products or services identified by government agencies to have a high likelihood of being fraudulent
    Sale of social media activity
    Sale or exchange of animals and regulated items such as animal pelts
    Shipping or forwarding brokers
    Illegal Counterfeit or possibly counterfeit goods, or products that infringe on the intellectual property rights of others
    Deceptive, unfair, or predatory practices
    Forced child labor/human trafficking, slavery
    Hate, violence, racial intolerance, terrorism, the financial exploitation of a crime, or items or activities that encourage, promote, facilitate, or instruct others regarding the same
    Unlawful activities, illegal substances or products, or items that encourage, promote, facilitate, or instruct others regarding the same
    Investment, real estate Commodity trading or security trading; equities (including stocks, bonds, or any other ownership position in a corporation)
    Crowdsourced fundraising for stock or equity
    Distressed property sales and marketing; real estate filling
    Goods or services to be delivered more than four (4) months in the future, with an intention of gaining return on investment
    Mortgage accelerator processors
    Timeshares, timeshare resales, and related marketing
    Marketing Buyers clubs, membership clubs
    Direct marketing - inbound telemarketing
    Direct marketing - negative option, renewal, or continuity subscription practices
    Direct marketing - travel-related arrangement services
    Discount coupon merchants or online sites
    Discount medical or dental plans, including discount insurance
    Door to door sales
    Informercial merchants
    Lead generation businesses
    Lifetime payments for timeshares, guarantees, and the like
    Marketing activities involving "pay only for shipping" and/or "free trial" periods
    Multi-level marketing businesses, pyramid sales
    Outbound telemarketers and telecom merchants
    Rebate or upsell merchants
    Militia Cross border military related goods
    Militia, armed groups or armed gangs
    Political parties Consulates, embassies, missions to the United Nations
    Political organizations
    Regulated Age restricted products or services, such as alcohol
    Firearms, including ammunition
    Hookah
    Other weapons that are not related to firearms
    Tobacco, cigarettes, e-cigarettes
    Telecomm Telecommunications, including wireless, cable, satellite, wireline, and ISP
    Travel Airlines, including charter air carriers
    Cruise lines
    Travel agencies or tour operators
    Travel industry, including car rental and lodging

    In addition, you may not use the Service for:

    • Impersonating any person or entity or falsely claiming an affiliation with any person or entity;
    • Collecting, or attempting to collect, personal information about users or third parties without their consent, or using such information except as necessary to use the Service;
    • Defaming, harassing, abusing, threatening, or defrauding others;
    • Posting, transmitting, or distributing content that is false, misleading, unlawful, obscene, indecent, lewd, pornographic, hateful, abusive, inflammatory, or that violates the rights of others (including rights of publicity or privacy);
    • Damaging, disabling, overburdening, or impairing WePay, including without limitation, using the Service in an automated manner;
    • Interfering with another user's enjoyment of the Service, by any means, including by uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code;
    • Creating an Account that is linked to another Account that has engaged in any of the foregoing activities. WePay may use evidence other than your Account information to determine whether you control an Account in someone else's name, including but not limited to Internet Protocol addresses, common business names, phone numbers, and mailing addresses.

    If WePay determines that you have received funds resulting from fraud or a prohibited activity, those funds may be frozen, returned to the Purchaser, or seized.

    In addition, if we reasonably suspect that your Account has been used for an unauthorised, illegal, or criminal purpose, you give us express authorisation to share information about you, your Account, your access to the WePay services, and any of your transactions with law enforcement.

    Basically,

    You can't use WePay for anything illegal, inappropriate, or risky. Just be honest and responsible, comply with the laws that apply to you, and we'll get along just fine.

    8. Our Role and Your Responsibilities

    WePay provides hosting and data processing services for Merchants. WePay is a Payment Facilitator ("PayFac") as defined by Visa and MasterCard.  As a PayFac, WePay collects, analyzes and relays information generated in connection with payments between Purchasers and Merchants.  You authorise WePay to provide this information to the Designated Bank in order for the Designated Bank to facilitate payments from Purchasers to Merchants through the Card Networks. Furthermore, you authorise WePay to hold, receive, and disburse funds on your behalf when such funds from your card transactions settle from the Card Networks via the Designated Bank. You also authorise WePay to hold settlement funds in a deposit account on trust on your behalf pending disbursement of the funds to you in accordance with the terms of this Agreement.

    You agree that you are not entitled to any interest associated with the settlement funds held in the deposit account by us pending settlement to your specified bank settlement account, and you may not assign any interest in those funds or the deposit account.  From time to time, we may make available to you through your Account information regarding anticipated settlement amounts that have been received on your behalf from the Card Networks and are being held pending settlement.  This settlement information does not constitute a deposit or other obligation of WePay or the Designated Bank.  This information is for reporting and informational purposes only.  Any funds will be disbursed to you only in accordance with the “Payout Schedule” (as defined in Section 13 below) and subject to the other terms of this Agreement (including, without limitation, Section 5 above regarding deductions for “Our Fees,” Section 14 below regarding “Reserve,” Section 21 below regarding “How WePay Handles Chargebacks,” and Section 22 below regarding “Our Set-off and Collection Rights”).  Your authorisations set forth herein will remain in full force and effect until your Account is closed or terminated.

    In order to act as a PayFac, WePay must enter into agreements with the Card Networks, processors, and the Designated Bank. You are not a third-party beneficiary of these agreements.  Each of the Card Networks is a third-party beneficiary of this Agreement and has beneficiary rights, but not obligations, and may enforce this Agreement against you.  Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, we may suspend or terminate your Account.  For example, if you have the equivalent of either (1) US$500.000 in Visa transactions, or (2) US$83.000 in MasterCard transactions in each of three consecutive months, you may be converted to a direct card acceptance relationship with the Designated Bank without further action on your part. By entering into this Agreement, you grant an irrevocable Power of Attorney to WePay, effective upon conversion to such direct relationship with the Designated Bank, to invoice, collect and disburse all payments from Designated Bank in relation to this Agreement on your behalf. In the aforementioned instances, any payment made by Designated Bank to WePay in relation to this Agreement shall be deemed as full and final payment by the Designated Bank to you. This Power of Attorney shall enter into force upon your acceptance of this Agreement and shall automatically cease to exist upon termination of this Agreement irrespective of the reason for the termination. If you decide to withdraw this Power of Attorney prior to termination of the Agreement, such withdrawal does not become effective towards Designated Bank until Designated Bank has demonstrably confirmed having received such a written and signed withdrawal.

    The Designated Bank, Valitor hf, acts as a merchant acquirer  Its head office address is Dalshrauni 3 – 220 Hafnarfjordur, Iceland and its phone number is +354 525 2000.   WePay is entering into this Agreement on behalf of and as an agent of the Designated Bank.

    You must abide by the Operating Regulations, as amended from time to time, including without limitation the provisions summarized below:

    1. The Card Networks are the sole and exclusive owners of their respective trademarks, service marks, logos and designs (“Marks”).
    2. Merchant will not contest the ownership of the Marks for any reason.
    3. Any Card Network may at any time, immediately and without advance notice, prohibit Merchant from using any of the Marks for any reason.
    4. Merchant may only use logos/designs approved by VISA, MasterCard, and their other respective Card Network owners. For VISA cards, logos shall only be according to the site www.visaeurope.com.  For MasterCard cards, logos shall only be according to the sight www.mastercardbrandcenter.com.
    5. Merchant undertakes to label his Merchant outlets and/or the home page/main page and payment page in a way that shows that Merchant accepts VISA and/or MasterCard as a means of payment and in compliance with the Operating Regulations governing display of such label. This label shall be placed in a prominent position and shall be at least as prominent as other card labels/logos appearing at or on Merchant’s place of business and/or website. WePay or the Designated Bank may require changes to Merchant’s website or otherwise that either one of them deems necessary or appropriate to ensure that the Merchant remains in compliance with the Operating Regulations governing the use of the Marks.
    6. Merchant’s use of WePay, Valitor, VISA and/or MasterCard, whether registered or not, does not entail any transfer of ownership rights or copyrights.
    7. Merchant must not engage in activity that WePay, Designated Bank or the Card Networks reasonably believe to be illegal, disreputable or may damage the reputation or brand of Designated Bank, the Card Networks, WePay or any other financial institution. WePay or Designated Bank may (exclusively or jointly) terminate this Agreement with immediate effect if any such activity is believed to have been undertaken, in WePay’s or Designated Bank’s sole discretion.  Merchant is fully liable for any fines that may be levied in respect to illegal or brand damaging activity.
    8. Merchant warrants to WePay that all transactions submitted: 
      1. will not damage the goodwill of the Card Networks or reflect negatively on the respective brand.
      2. will in no case constitute a sale that is not in compliance with the Operating Regulations or this Agreement or with local laws that are applicable to the respective sale.
    9. The Card Networks have the right to enforce any provision of the Operating Regulations and to prohibit the Merchant and/or WePay from engaging in any conduct that the Card Network deems could injure or could create a risk of injury to the Card Network, including injury to reputation, or that could adversely affect the integrity of the interchange system, the Card Network’s confidential information (as defined in the Operating Regulations), or both. The Merchant will not take any action that could interfere with or prevent the exercise of this right by the Card Network.
    10. If Merchant is using the WePay subscriptions feature, Merchant agrees that it is Merchant’s responsibility to comply with applicable Operating Regulations and applicable laws, including by capturing your Purchaser’s agreement to be billed on a recurring basis.


    Notwithstanding WePay's assistance in understanding the Operating Regulations, you expressly acknowledge and agree that you are assuming the risk of compliance with all provisions of the Operating Regulations, regardless of whether you have possession of those provisions. Any of the Card Networks can restrict WePay and Designated Bank from entering into this Agreement with you based on your business or other criteria as the Card Network deems appropriate. In the event of any inconsistency between any provision of this Agreement and the Operating Regulations, the Operating Regulations will govern.

    Basically,

    WePay is a payment facilitator. We may require you to enter into a separate agreement with one or more of our partners. You're also required to abide by the rules of the payment card associations.

    9. Your Payment Authorization

    You authorise WePay to hold, receive, disburse and settle funds on your behalf. You authorise WePay to initiate electronic entries to each bank account for which you input routing number and account number on the Website, and any other payment method that you input in your Account, and to initiate adjustments for any transactions credited or debited in error, as well as for chargebacks, reversals, or claims in accordance with this Agreement and the Operating Regulations. Accordingly, you authorise WePay to initiate reversal or adjustment (debit or credit) entries to your bank account or other payment method and to initiate or suspend such entries in accordance with this Agreement as may be necessary to grant or reverse fund payouts for any transaction.  Your authorisation will remain in full force and effect until you notify WePay that you revoke it by contacting WePay Customer Support in accordance with instructions on our Website or by closing your Account. You understand that WePay requires a reasonable time to act on your revocation, not to exceed five (5) business days.

    Basically,

    By accepting the terms of this Agreement, you authorise us to process payments on your behalf.

    10. Accepted Forms Of Payment

    WePay supports most domestic credit, debit, prepaid or gift cards with a Card Network logo. In addition, WePay supports most international cards with these logos. We may add or remove support for certain payment cards at any time without prior notice. We may elect only to process cards that receive an authorisation from the applicable issuer.  You agree to accept all of the cards issued by Card Networks that WePay supports in accordance with the terms of this Agreement.

    Basically,

    We support most U.K. payment cards.

    11. Underwriting and Sharing Information

    We may share some or all of the information about your and your transactions with our processor, the Card Networks, and our other partners (and their respective affiliates, agents, subcontractors, and employees), who may use this information to perform their obligations under their agreements with WePay, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose.  At any time, WePay, its processor or its other partners may conclude that you will not be permitted to use WePay.

    You agree that WePay is permitted to contact and share information about you and your Account with banks and other financial institutions. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct WePay's risk management process.

    You also acknowledge that we are required to report your business name and the name of your principals to the MATCH listing maintained by MasterCard and accessed and updated by American Express, VMAS database upheld by Visa Europe or to the Consortium Merchant Negative File maintained by Discover, if applicable, pursuant to the requirements of the Operating Regulations.  During the course of this Agreement, we reserve the right to place any terminated Merchant in a terminated merchant file established by the Card Networks for termination with due cause.  You specifically consent to the fulfillment of the obligations relating to the listing by us and to the listing itself and you waive and hold harmless us from all claims and liabilities you may have as a result of such reporting.

    Basically,

    WePay may request and share information about you with our processor, banks and other financial institutions, and government agencies.

    12. Transactions

    Transactions are indicated as Pending, Complete, Failed or Cancelled.

    "Pending" indicates that a transaction is currently undergoing review by WePay and may not be completed or settled, at WePay's sole discretion. "Pending" may also indicate that the transaction is awaiting account confirmation or settlement from a third party.


    "Completed" indicates that a transaction has cleared and the funds are available in the Merchant’s Account. If WePay determines that the transaction is related to a restricted or prohibited business or activity or that the transaction is the result of fraudulent activity, WePay may reverse or refund the transaction at any time.

    "Cancelled" indicates that a transaction has been stopped or reversed. This could be due to inaccurate or incomplete information about your Account, our inability to validate the legitimacy of a payment, Purchaser, or Merchant, or another proprietary reason. You may contact WePay Support for more information. Although payments are cancelled, the removal of an authorisation on a Purchaser credit card or a return of funds to a Purchaser bank account may not be immediate, and WePay cannot guarantee availability within a specific timeframe.

    "Failed" indicates that a transaction could not be processed due to inaccurate Account information, insufficient funds, or another transaction-related reason.

    Upon the release of transaction information by WePay, a Purchaser will be debited or charged. The Merchant agrees that the Purchaser's obligation to the Merchant is treated as paid at the time of (i) the release of this transaction information when a transaction enters the "Completed" state; and (ii) the related initiation of processing by WePay. After the initiation of processing by WePay, Merchant agrees not to attempt to collect or otherwise seek payment from the Purchaser, because Merchant agrees Purchaser's obligation to the Merchant has been conclusively discharged. Merchant agrees that the Purchaser is a third-party beneficiary of the preceding two sentences. Transactions may stay in a "Pending" state before "Completed" if WePay is reviewing a transaction for risk purposes. Transactions in this state should not be treated as paid until they are "Completed".

    Transactions may be disputed at any time up to 90 days from the date of transaction, regardless of state, by the Purchaser. Disputes resolved in favor of the Purchaser may result in reversal of the disputed transaction, regardless of state.

    Basically,

    WePay payment transactions have various states. They can be reversed or cancelled at any time due to fraud or chargebacks. WePay may impose transaction limits at any time.

    13. Payout Schedule

    WePay will disburse funds to the Merchant's bank account according to the schedule the Merchant selects (daily, weekly, or monthly). Merchants may request ad-hoc settlement at any time. Regardless of the disbursement schedule selected by the Merchant, WePay will transfer funds to the Merchant's bank account no more than thirty (30) days after funds settle to WePay, subject to any "Reserve" imposed under Section 14 below. If WePay cannot transfer the funds to the Merchant's bank account (due to inaccurate or obsolete bank account information entered by the Merchant, failed transactions, or for any other reason), WePay may refund the funds to the Purchaser or escheat them pursuant to Section 23 below. Neither the Designated Bank, WePay, nor the Purchaser will have any liability to Merchant for funds so refunded or escheated.

    Settlements to a bank account may be limited or delayed based on your perceived risk and history with WePay. If you would like to request an increase to your settlement limit, please contact WePay Support. Upon receiving this request, WePay will conduct a review of your account. WePay will consider a variety of factors in making this decision and will make this determination at its sole discretion.

    Should WePay need to conduct an investigation or resolve any pending dispute related to your Account, we may defer payout or restrict access to your funds for the entire time it takes us to do so. We may also defer payout or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity.

    Furthermore, if WePay or the Designated Bank suspects future chargebacks or disputes as a result of transactions to your Account, we may defer payout and/or restrict access to your funds until WePay or the Designated Bank reasonably believes, in their sole discretion, that the risk of receiving a chargeback or dispute has passed.

    All settlements to Merchants are subject to review for risk and compliance purposes and can be delayed or postponed at WePay's sole discretion.

    Your opening of an Account and agreeing to be bound by this Agreement and the payout schedule in this Section 13 shall be deemed your consent to the execution of the necessary payment orders to transfer settlement funds to your bank account in accordance with this Agreement, and such payment orders are deemed received on the day agreed for the execution of such payment orders in accordance with this Agreement and the payout schedule.

    Basically,

    WePay will send you your money as soon as possible, but a certain amount of your funds may be subject to an additional hold period depending on your perceived risk and transaction history. You can request that these limitations be reviewed at any time by contacting Customer Support.

    14. Reserve

    At any time and from time to time, we may temporarily suspend or delay payments to you and/or designate an amount of funds that we must maintain in your Account ("Reserve") to secure the performance of your payment obligations under this Agreement. We may require a Reserve for any reason, including high chargeback risk or indications of performance problems related to your use of the Service.

    The Reserve will be in an amount as reasonably determined by us to cover anticipated chargebacks, returns, unshipped merchandise and/or unfulfilled services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by WePay, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in WePay's favor, or otherwise as WePay or its processor or the Designated Bank may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your Account, or from any other Account under your control or any funding source associated with such other Account, including but not limited to any funds (a) credited to your Account, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with us.

    You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorise us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your Account. You will 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 we hold funds in your Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by law. You irrevocably assign to us all rights and legal interests to any interest or other earnings that accrue or are attributable to your Reserve.

    Basically,

    We may require a Reserve to ensure that you can cover chargebacks, returns, reversals, and other obligations under this Agreement.

    15. Accounts

    You are not required to have a credit in your Account in order to use the Service. When you have a credit, your funds will be co-mingled and held by us with other Merchants' funds in one or more pooled accounts for the benefit of you and other users.

    We will hold any funds associated with your Account in an account separate from any account used for WePay’s corporate funds. WePay will not and cannot use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds that we hold for you. As consideration for using the Service, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings or benefits that may accrue or are attributable to our holding of your balance in a pooled account.

    If your Account is negative for an extended period of time (as defined by WePay in its sole discretion), WePay may close your Account and we may pursue legal action or other collection efforts.

    Basically,

    Funds held by WePay on your behalf are segregated from WePay’s corporate funds for your protection.

    16. Cardholder Data Security

    “Cardholder Data” is information associated with a payment card, such as account number, expiration date, and CVV2. WePay is a validated PCI Level 1 Service Provider and so is qualified to handle Cardholder Data in connection with the Service.

    If you handle, transmit, or store any Cardholder Data in connection with your use of the WePay Service or the WePay API, you agree to comply at all times with the Payment Card Industry Data Security Standards (“PCI DSS”). Further, you agree to certify such compliance and provide documentation in accordance with Operating Regulations, or when asked by WePay to do so. You also agree that you will use only PCI compliant service providers in connection with the storage, processing, or transmission of Cardholder Data. You will remove Cardholder Data from your systems, and any other place where you store it, as soon as practicable and in no event more than 24 hours after you receive an authorisation decision.

    You are fully responsible for the security of data (including but not limited to Cardholder Data) on your website or otherwise in your possession or control. You agree to comply with all applicable laws and rules in connection with your collection, security and dissemination of any personal, financial, or transaction information.  If you are an electronic commerce merchant, you will display on your website: (a) a consumer data privacy policy, (b) terms of trade, (c) your security capabilities and policy for transmission of payment card details, (d) the address of your permanent establishment, (e) contact details, and (f) VISA and MasterCard logos.

    Unless you receive the express consent of your customer, you may not retain, track, monitor, store, disclose or otherwise use data except for the transaction for which it was given.

    If you receive information about others, including Cardholders, through the use of the Service, you must keep such information confidential and only use it in connection with the Service. You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so. You may not disclose card numbers to any third party, other than in connection with processing a card transaction requested by your customer under the Service.

    You represent to WePay that you are in compliance with all applicable privacy laws, that you have obtained all necessary rights and consent under applicable law to disclose to WePay (or allow WePay to collect, use, retain, and disclose) any Cardholder Data or other personal data that you provide to us or authorise us to collect, including information that we may collect directly from your end users via cookies or other means, and that WePay will not be in breach of any such laws by collecting, receiving, using and disclosing such information in connection with the Service.

    Basically,

    In most cases, we take care of PCI Compliance for you. If, however, you handle or transmit Cardholder Data, you are required to be PCI compliant.

    17. Taxes

    You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Service. You are solely responsible for collecting, withholding, reporting and remitting any taxes to the appropriate tax authority. WePay is not obligated to, and will not, determine whether taxes apply, or calculate, collect, report or remit any taxes to any tax authority arising from your use of the Service.
WePay and Designated Bank reserve the right to report to relevant revenue or taxing authorities regarding payment card transactions processed by WePay on your behalf, to the extent we are required to do so by applicable law.

    Basically,

    You are responsible for collecting and paying your taxes, not WePay.

    18. Customer Service Provided by Merchants

    You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfillment, order cancellation by you or the customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from WePay. You will cooperate with WePay and your API application to assure that Purchasers have access to clear customer service information, including an active customer service email address and telephone number.

    Basically,

    Merchants are responsible for providing an acceptable level of customer service to their Purchasers.

    19. Refunds and Returns Provided by Merchants

    You agree to process returns of, and provide refunds and adjustments for goods or services through your WePay Account in accordance with this Agreement and the Operating Regulations. The Operating Regulations require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to Purchasers at the time of purchase, (c) not give cash refunds to a Purchaser in connection with a payment card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a payment card sale refund. Your refund policies must be the same for all payment methods.  If your Purchaser is dissatisfied with your refund policy, the Purchaser may chargeback the payment. 

    WePay will deduct the refund amount (including applicable Fees) from settlement funds owed to you from processing other transactions or funds in any Reserve.  If these funds are not sufficient, you authorise WePay to initiate a debit entry to your bank account (or any other payment method) in your Account in the amount necessary to complete the refund.  In the event WePay cannot access your bank account (or other payment method) through a direct debit, you agree to pay all funds owed to WePay upon demand.

    Basically,

    You're responsible for disclosing your refund policy and providing refunds for goods or services purchased through WePay.

    20. Merchant’s Liability for Chargebacks, Reversals and Claims

    You are responsible for all chargebacks, reversals and claims arising out of or relating to your use of the Service.  You agree to reimburse the Purchaser, WePay, the Designated Bank and any third party identified by WePay or Designated Bank for any and all such liability.  A Purchaser can initiate a chargeback by filing a request with his or her card issuer to invalidate a processed payment.  WePay can initiate a reversal of a processed payment if the card issuer invalidates the transaction, if the settlement funds were sent to you in error, if the Purchaser did not have authorisation to send the transaction, if the payment violated this Agreement or applicable law or such other requirements as the Designated Bank may notify to you from time to time or was otherwise suspicious, or if WePay decided a claim against you.  You or a Purchaser can initiate a claim by contacting WePay to challenge a payment.

    Basically,

    You are liable for any chargebacks of payments you receive.

    21. How WePay Handles Chargebacks

    You owe us and will immediately pay us the amount of any chargeback and any associated Fees, fines, or penalties assessed by the Designated Bank, our processor or the Card Networks. If you do not have sufficient funds in your Account, we will have the remedies set forth in “Our Set-off and Collection Rights” below. If you have pending chargebacks, then we may delay payouts to you.

    Further, if we reasonably believe that a chargeback is likely with respect to any transaction, we may withhold the amount of the potential chargeback from payments otherwise due to you under this Agreement until such time that: (a) a chargeback is assessed due to a Purchaser’s complaint, in which case we will retain and refund the funds; (b) the period of time under applicable law or regulation by which the Purchaser may dispute that the transaction has expired; or (c) we determine that a chargeback on the transaction will not occur.


    If we determine that you are incurring an excessive amount of chargebacks, WePay or the Designated Bank may establish controls or conditions governing your Account, including without limitation, by (a) assessing additional Fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated chargebacks and related fees, (c) delaying payouts, and (d) terminating or suspending the Service or closing your Account.

    You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Service. To that end, you permit us to share information about a chargeback with the Purchaser, the Purchaser's financial institution, and your financial institution 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 the reserved funds to you. If a chargeback dispute is not resolved in your favour by the Card Networks or issuing bank or you choose not to contest the chargeback, we may recover the chargeback amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within seven (7) days of our request, may result in an irreversible chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating chargeback disputes.

    Basically,

    If you receive a chargeback, we'll debit your Account or bank account for the amount of the chargeback plus any applicable fees. We may also place a Reserve on your Account to fund potential future chargebacks associated with your Account.

    22. Our Set-off and Collection Rights

    To the extent permitted by law, we may set off any obligation you owe us under this Agreement (including chargebacks) against any credit in your Account or Reserve or against any amounts due to you. All Fees are deducted first from the transferred or collected funds and thereafter from your Account or Reserve. If you do not have sufficient funds, we may collect by direct debit from any funding source associated with your Account, or from any other Account under your control, or from any funding source associated with such other Account, including but not limited to any funds (a) deposited by you, (b) due to you under this Agreement, or (c) available in your bank account, or other funding source associated with your Account. Your failure to pay in full amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys' fees and expenses, collection agency fees, and interest at the lesser of one-and-one-half percent (1-1/2%) per month or the highest rate permitted by law.  In its discretion, WePay may make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.  You hereby expressly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided by you to WePay.  Such communication may be made by WePay or by anyone on its behalf, including but not limited to a third party collection agent.

    Basically,

    If you owe us money, we may deduct that money from your incoming payments or debit your bank account or credit card on file.

    23. Dormant Accounts

    If there is no activity in your Account (including access or payment transactions) for the period of time set forth in the applicable unclaimed property laws, and you have a credit, we may notify you by sending an email to your registered email address. We may also notify you by postal mail. We will give you the option of keeping your Account open, withdrawing the funds, or requesting a cheque. If you do not respond to our notice within the time period specified in the notice, we may close your Account and the funds will be escheated  in accordance with applicable law.

    Basically,

    If there is no activity in your Account for a long time, we will notify you of your options.

    24. Receipts and Account Reconciliation

    When you receive a payment, we will update your Account and provide a transaction confirmation on our Website. This confirmation will serve as your receipt. Summaries of your Account activity are available on our Website. You should make archival copies of your WePay Account data regularly. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data, and (b) reconciling all transaction information that is associated with your WePay Account. If you believe that there is an error or unauthorised transaction activity associated with your WePay Account, please contact Customer Support immediately.

    We will attempt to correct processing errors that we discover by debiting or crediting your Account. WePay will only correct transactions that are processed incorrectly if and when you notify us of such an error in a timely fashion.

    Basically,

    You can see your full transaction history by logging into WePay at any time. If you notice an error, you must notify us within 30 days, or you waive your right to have that error rectified.

    25. Privacy

    Your privacy is very important to us. WePay and the Designated Bank will at all times process personal data in accordance with applicable data protection law.

    To learn more about WePay’s data processing practices, please review the J.P. Morgan Privacy Statement for Merchant Services.  To learn more about the Designated Bank's data processing practices, please review the Valitor Privacy Notice. By using the Service you are indicating that you agree to WePay using your personal data in accordance with the J.P. Morgan Privacy Statement for Merchant Services. and the Designated Bank using your personal data in accordance with the Valitor Privacy Notice.

    Basically,

    By accepting this Agreement, you agree to the J.P. Morgan Privacy Statement for Merchant Services and the Valitor Privacy Notice.

    26. Security

    We have implemented technical and organisational measures designed to secure your personal information from accidental loss and from unauthorised access, use, alteration or disclosure. However, we cannot guarantee that unauthorised third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

    If you discover a security-related issue, you agree to inform us of the issue immediately by contacting the WePay Security Team at security@wepay.com. You also agree not to disclose the issue until WePay has addressed it.

    Basically,

    We take great measures to protect your information. However, that's not always possible. You acknowledge that you provide personal information at your own risk.

    27. Automatic Termination

    This Agreement automatically and immediately terminates if the Card Networks de-register WePay, or if the Designated Bank ceases to be a merchant acquirer, or if the Designated Bank fails to have a valid license with the Card Networks to use any Marks accepted by Merchant.  If WePay does not or cannot perform its duties under this Agreement, the Designated Bank is not obligated to provide replacement services.

    Basically,

    This Agreement terminates automatically if certain events occur.

    28. Your Right to Terminate

    You may terminate this Agreement by closing your WePay Account at any time. When you close your WePay Account, any pending transactions will be cancelled. Any funds that we hold in custody for you at the time of closure, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your WePay Account as a means of evading your payout schedule). If an investigation is pending at the time you close your WePay Account, we may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, we will release those funds to you.

    Basically,

    If you close your WePay Account, we will send you your money, but it may be subject to limitations or hold periods to ensure that you can fulfill your obligations.

    29. Our Right to Terminate

    We may terminate this Agreement and close your WePay Account for any reason or no reason at any time upon notice to you. We may also suspend the Service and suspend access to your WePay Account (including the funds in your WePay Account) if you (a) have violated the terms of the WePay’s policies or this Agreement, (b) pose an unacceptable credit or fraud risk to us, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.  Designated Bank may exclusively, or jointly with WePay, terminate this Agreement or acquiring services with immediate effect to you if (a) a Card Network or any competent regulator requires Designated Bank to terminate the Agreement with you or WePay, (b) the integrity or reputation of the Card Network or Designated Bank is, or may be (as determined by Designated Bank) brought into disrepute by you, (c) anything happens to you or in relation to you or arising from or incidental to your business or the conduct of your business (including trading practices and individual activities) that WePay, the Designated Bank, or any Card Network, in its absolute discretion, considers disreputable or capable of damaging the Designated Bank’s reputation or that of any of the Card Networks, detrimental to the Designated Bank’s business or that of any of the Card Networks, or that may or does give rise to fraud or any other criminal activity or suspicion of fraud or any other criminal activity, or (d) your activities contravene any applicable laws (whether national, EU-based or international) or any codes of practice that Designated Bank may adopt from time to time, or which otherwise relate directly or indirectly to matters that the Designated Bank may view, from time to time, as being unlawful or otherwise objectionable in kind and nature.  Any notification thereof by Designated Bank or WePay is effective by giving written notice.

    Basically,

    We or the Designated Bank may terminate this Agreement and close your Account for any reason or no reason at any time, but we'll always keep you informed.

    30. Effect of Termination

    If your WePay Account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Service and to remove all card logos and WePay references and logos from your website and wherever else they are displayed, (c) that the license provided under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and Account data stored on our servers, and (e) that WePay shall not be liable to you or any third party for termination of access to the Service, deletion of your information or Account data, or export of your information or Account data.  We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.

    Basically,

    You should understand the consequences of termination of your WePay Account.

    31. Your License

    WePay grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to accept and receive payments and to manage the funds you so receive. The Service includes the Website, any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by WePay.  You may also use any WePay trademarks in accordance with WePay’s then-current trademark usage policy.

    You may not, nor may you permit any third party to, do any of the following: (i) access or monitor any material or information on any WePay system using any manual process or robot, spider, scraper, or other automated means unless you have separately executed a written agreement with WePay referencing this section that expressly grants you an exception to this prohibition; (ii) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from WePay; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) violate the restrictions in any robot exclusion headers on the Service, work around, bypass, or circumvent any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section. You may not use the Service on a mobile device that is “jail broken” or otherwise modified contrary to the manufacturer’s software or hardware guidelines. Your use of the Service may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.

    Basically,

    WePay grants you a license to electronically access and use the Service solely to accept and receive payments and to manage the funds you receive. We want you to enjoy this Service, but there are a few things you can't do or ask others to do.

    32. WePay's Intellectual Property Rights

    The Service is licensed and not sold. WePay reserves all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret and other intellectual property laws. WePay owns the title, copyright and other worldwide intellectual property rights in the Service and all copies of the Service. This Agreement does not grant you any rights to WePay's trademarks or service marks, nor may you remove, obscure, or alter any of WePay’s trademarks or service marks included in the Service.

    You may choose to, or we may invite you to, submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Feedback"). By submitting Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place WePay under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, WePay does not waive any rights to use similar or related ideas previously known to WePay, or developed by its employees, or obtained from sources other than you.

    Basically,

    WePay owns all intellectual property rights in the Service, including any comments or ideas submitted by you.

    33. Indemnity

    You will indemnify, defend and hold us, the Designated Bank, and our processors and partners harmless (and our and their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies or the Operating Regulations; (b) your wrongful or improper use of the Service; (c) any transaction submitted by you through the Service (including without limitation the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you); (d) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights of your Purchasers or customers; (e) your violation of any law, rule or regulation of the United Kingdom or any other country; (f) any other party's access and/or use of the Service with your unique username, password or other appropriate security code; (g) any third party indemnity obligations we incur as a direct or indirect result of your acts or omissions (including indemnification of any Card Network or issuer); and (h) your, or your employee’s or agents, negligence or willful misconduct.

    Basically,

    You agree to pay if your actions cause someone to make a claim against us.

    34. Representations and Warranties

    You represent and warrant to us that: (a) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (b) the name identified by you when you registered is your name or business name under which you sell goods and services; (c) any sales transaction submitted by you will represent a bona fide sale by you; (d) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (e) you will fulfill all of your obligations to each Purchaser for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Purchaser; (f) you and all transactions initiated by you will comply with all national and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (g) except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; (h) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service; (i) your use of the Service will be in compliance with this Agreement.

    Basically,

    You promise us that the information you provide is accurate and that you won't misuse the Service.

    35. Disclaimer of Warranties by WePay

    THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WEPAY OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WEPAY, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS AND THE DESIGNATED BANK (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT ANY INFORMATION IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

    WEPAY AND THE DESIGNATED BANK DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WEPAY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

    Basically,

    You agree to use the Service at your own risk.

    36. Limitation of Liabilities and Damages

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WEPAY, ITS PROCESSORS, SUPPLIERS, LICENSORS, CARD NETWORKS OR THE DESIGNATED BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL WEPAY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORISED ACCESS OR USE OF THE SERVICE OR YOUR WEPAY ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WEPAY, ITS PROCESSORS, THE CARD NETWORKS AND THE DESIGNATED BANK (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

    IN NO EVENT SHALL WEPAY, ITS PROCESSORS, AGENTS, SUPPLIERS, LICENSORS, CARD NETWORKS OR THE DESIGNATED BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

    THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WEPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

    The Service is controlled and operated from facilities in the United States. WePay makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States or the United Kingdom, or are a foreign person or entity blocked or denied by the United States government or United Kingdom government.

    Basically,

    There are limitations to our liability. This section is written in all caps for a reason. Read it thoroughly.

    37. Disputes

    If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact WePay Support or email support@wepay.com with any dispute. WePay will reply to you at the latest 15 business days after we receive your inquiry. In exceptional situations, if we cannot give a full reply for reasons beyond our control, we will indicate those reasons and specify the deadline by which you will receive a full reply, at the latest 35 business days after we receive your initial inquiry. If WePay, or where relevant Designated Bank, cannot resolve your concerns, we agree to an informal and inexpensive dispute resolution process requiring individual arbitration.

    If you are a micro-enterprise, you can ask for a review from the UK Financial Ombudsman Service once you've received a final response letter from us in relation to your complaint.

    You can use the details below to contact them and find out more information about how to use the UK Financial Ombudsman Service.

    • The Financial Ombudsman Service, Exchange Tower, London, E14 9SR
    • Phone: 0800 023 4567 (from a landline) or 0300 123 9123 (from a mobile)
    • Email: complaint.info@financial-ombudsman.org.uk or go to their website, www.financial-ombudsman.org.uk

    Basically,

    If a dispute of any kind arises, we do our best to address your concerns quickly. If we cannot resolve your issue, we recognize that you may be permitted to raise your dispute with the Financial Ombudsman Service if you are a micro-enterprise.

    38. Binding Individual Arbitration

    You and WePay agree to arbitrate all “Disputes,” defined as any claim, controversy or dispute (whether involving contract, tort, equitable, statutory or any other legal theory) between you and WePay, including but not limited to any claims relating in any way to this Agreement (including its breach, termination and interpretation), any other aspect of our relationship, WePay advertising, and any use of WePay software or services. "Disputes" also include any claims that arose before this Agreement and that may arise after termination of this Agreement.  Notwithstanding the foregoing, you or WePay may choose to pursue a claim in court and not by arbitration if you fail to timely pay amounts due.  WePay may assign your account for collection, and the collection agency may pursue in any court of competent jurisdiction any claim that is strictly limited to the collection of past due amounts and any interest or cost of collection permitted by law or this Agreement.

    Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON A INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST WEPAY. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the London Court of International Arbitration ("LCIA") according to this provision and the applicable arbitration rules. You or WePay may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and WePay subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you or by WePay, unless the arbitrator requires otherwise. The arbitrator's award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. For purposes of this arbitration provision, references to you and WePay also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorised users or beneficiaries of the Service. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings will be brought in and you hereby consent to the exclusive jurisdiction and venue in the courts of London, England.

    Basically,

    You and WePay agree to arbitrate all Disputes rather than resolve them in court.

    39. Governing Law

    This Agreement and any Dispute will be governed by English law, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.

    On the basis that Merchant is not a micro-enterprise, a consumer or a charity, Merchant agrees that the following parts and provisions of the Payment Service Directive (EU) 2015/2366, as implemented under the Payment Services Regulations 2017, shall not apply to this Agreement and shall be excluded in full:

    Title III (Transparency of conditions and information requirements for payment services);

    The following provisions of Title IV (Rights and obligations in relation to the provision and use of payment services):

    Article 62(1) (Charges Applicable)
    Article 64(3) (Consent and withdrawal of consent)
    Article 72 (Evidence on authentication and execution of payment transactions)
    Article 74 (Payer's liability for unauthorized payment transactions)
    Article 76 (Refunds for payment transactions initiated by or through a payee)
    Article 77 (Requests for refunds for payment transactions initiated by or through a payee)
    Article 80 (Irrevocability of a payment order); and
    Article 89 (Payment service providers' liability for non-execution, defective or late execution of payment transactions).

    To the extent permitted by any other applicable national legislation implementing the Payment Services Directive (EU) 2015/2366 ("PSD2") ("National Legislation") the following provisions of the National Legislation do not apply to the Agreement: all the provisions implementing Title III, Article 62(1), Article 64(3), and Articles 72, 74, 76, 77, 80 and 89 of the PSD2; provided, however, that the foregoing opt-out shall not apply if you are a consumer, a micro-enterprise or a charity.

    Basically,

    This Agreement and any Dispute will be governed by English law and will be subject to certain opt-outs under applicable payment services legislation.

    40. Limitation on Time to Initiate a Dispute

    Unless otherwise required by law, an action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.

    Basically,

    You've got a full year to commence a dispute.

    41. Assignment

    This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by WePay without restriction. This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.  This Agreement does not confer any rights on any person or party pursuant to the Contracts (Rights of Third Parties) Act of 1999.

    Basically,

    This Agreement may only be transferred by WePay, not you.

    42. Third Party Services and Links to Other Websites

    You may be offered services, products and promotions provided by third parties and not by WePay. If you decide to use these third party services, you will be responsible for reviewing and understanding the terms and conditions associated with them. You agree that WePay is not responsible for the performance of these services. The Website may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by WePay. You agree that you access any such website at your own risk, and that the site is not governed by the terms and conditions contained in this Agreement. WePay expressly disclaims any liability for these websites. Please remember that when you use a link to go from our Website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our Website, is subject to that website's own rules and policies.

    Basically,

    You agree that WePay is not responsible for services or websites provided by others.

    43. Amendment of Agreement

    We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the software or Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including notice on our Website or any other website maintained or owned by us and identified to you. Any use of our software or Service after our publication of any such changes shall constitute your acceptance of this Agreement as modified.  No modification or amendment to this Agreement shall be binding upon WePay unless in a written instrument signed by a duly authorised representative of WePay.  For the purposes of this Section 43, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.

    Basically,

    WePay has the right to change this Agreement or the Service at any time.

    44. Force Majeure

    No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications or internet failures, utility failures, power failures, equipment failures, employment strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations with respect to chargebacks, reversals, claims, fines, fees, refunds or unfulfilled products and services.

    45. Other Provisions

    This Agreement is concluded in English.  Except as expressly provided in this Agreement, these terms are a complete statement of the agreement between you and WePay, and they describe the entire liability of WePay and its vendors and suppliers (including processors) and your exclusive remedy with respect to your access and use of the Service. In the event of a conflict between this Agreement and any other WePay agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. In the event of a conflict between this Agreement and any of the Operating Regulations, the Operating Regulations shall prevail.  If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. Headings and summaries are included for convenience only, and shall not be considered in interpreting this Agreement. WePay's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.  This Agreement has been reviewed by you with the benefit of independent legal counsel to the extent you consider necessary and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement. The right conferred upon us in this Agreement are not intended to be exclusive of each other or of any other rights and remedies we may have at law or in equity.  Rather, each and every right we may have under this Agreement, at law or inequity, is cumulative and concurrent and in addition to every other right.

    Basically,

    This Agreement is a complete statement of the agreement between you and WePay.

    46. Survival

    Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect in accordance with its terms upon the termination of this Agreement.

    Basically,

    Upon termination of this Agreement, certain sections of it will remain in effect.