If Customer subscribes to the Ubiquiti Payment Gateway service (the “Service”), Customer agrees to the following additional terms and conditions:
Provider is not a party to the Processor Terms and is not liable to Customer in respect thereof. By accepting this Agreement and the Processor Terms, Customer agrees to the creation of an account with the Processor for Payment Processing (the “Processor Account”). Provider reserves the right to change the Processor, subject to the terms of its agreement with the Processor. In the event of any inconsistency between this Agreement and the Processor Terms, this Agreement shall prevail, except in the event of any inconsistency between this Agreement and the Processor Terms concerning Payment Processing or the Processor Account, in which case the Processor Terms shall prevail.
The Processor’s role is to accept and process credit card, debit card and other types of payments (collectively “Cards”) with respect to sales of Customer’s products and services through internet-based transactions (“Transactions").
The term “Payout Schedule” refers to the time it takes for Provider, after Provider has received the settlement of applicable Transactions from Processor, to initiate the applicable settlement to Customer’s account at Customer’s financial institution (the “Payout”). Provider may require a holding period before making the Payout to such account; provided, the financial institution holding Customer’s account may delay settlement for any reason. Provider and Processor are not responsible for any action taken by the institution holding Customer’s account to not credit Customer’s account or to otherwise not make funds available to Customer as Customer expected. Provider reserves the right to change the Payout Schedule or to suspend any Payout at any time and for any reason. Provider and Processor have the right to withhold all or a portion of any Payout to Customer’s account upon termination of this Agreement if they reasonably determine that they may incur losses resulting from credit, fraud, or other legal risks associated with Customer’s account.
It is the Customer’s responsibility to obtain Customer’s customers’ consents to be billed for each Transaction or, as the case may be, on a recurring basis, in compliance with applicable legal requirements and Visa Europe Ltd., Visa U.S.A., Inc., Visa Canada Inc. and Visa International (collectively, “Visa”), MasterCard International Incorporated (“MasterCard”), American Express or other applicable Card networks’ (such networks being, collectively, the “Payment Networks”) payment rules (the “Payment Network Rules”).
Provider will not be liable for any claim brought by a data subject arising from any action or omission by Provider, to the extent that such action or omission resulted from Customer’s instruction.
Additionally, in order to provide the Service, we may use a variety of third parties that fall into many broad categories—for example, Provider may use third parties to help Provider: (i) protect Customer and Provider from potentially risky transactions, security threats, or fraud; (ii) perform administrative tasks; (iii) deliver portions of the Service; (iv) develop and improve the products and the Service; (v) generate analytics or other information relating to the Service; and, (vi) build our technical infrastructure (e.g., using cloud storage providers or information security vendors). By using the Service, Customer consents to our use of third parties.
Further, Customer represents that Provider and the Processor will not be in breach of any such laws by collecting, receiving, using, and disclosing such information in connection with the Service. As between the parties to this Agreement, Customer is solely responsible for disclosing to Customer’s customers that we will collect and process their Cardholder Data in the supply of the Service to Customer, and that in so doing we may transmit or possess it outside of Customer’s or their jurisdiction, and that it may be subject to disclosure as required by applicable law.
If Customer receives information about others, including cardholders and other customers, through the use of the Service, Customer must keep such information confidential and only use it in connection with the Service or as otherwise permitted by the subject of such information.
Customer may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless Customer receives the express consent of the subject thereof to do so. Customer may not disclose Cardholder Data to any third party other than in connection with processing a Transaction requested by Customer’s customer.
Customer further agrees not to permit any third party to do any of the following: (i) access or attempt to access Provider’s and its Affiliates’ systems, programs, or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute, in any way, material from Provider and its Affiliates; (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 Customer under this Agreement; (v) work around 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 other customers of Provider, or impose an unreasonable or disproportionately large load on Provider’s and its Affiliates’ infrastructure; or, (vii) otherwise use the Service except as expressly allowed under this section.
Customer agrees that Provider is permitted to contact and share information about Customer with the Processor and other third parties in order to perform the Service. This includes sharing information: (i) about Transactions and Payouts for regulatory or compliance purposes; (ii) for use in connection with the management and maintenance of the Service; (iii) to create and update Provider’s and the Processor’s records about Customer; and, (iv) to conduct Provider’s and the Processor’s risk management process.
Investment and credit services: Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; investment services; real estate opportunities; lending instruments
Money and legal services: Financial institutions, money transmitters and money services businesses, check cashing, wire transfers, money orders; currency exchanges or dealers; bill-pay services; crowdfunding; insurance; bail bonds; collections agencies; law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm (e.g., firms cannot use Stripe to hold client funds, collection or settlement amounts, disputed funds, etc.)
Virtual currency or stored value: Virtual currency that can be monetized, resold, or converted to physical or digital products and services or otherwise exit the virtual world (e.g., Bitcoin); cryptocurrency mining equipment; initial coin offerings; digital wallets, sale of stored value or credits maintained, accepted and issued by anyone other than the seller
Adult content and services: Pornography and other obscene materials (including literature, imagery and other media) depicting nudity or explicitly sexual acts; sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features; sexually oriented items (e.g., adult toys); adult video stores and sexually oriented massage parlors; gentleman’s clubs, topless bars, and strip clubs; sexually oriented dating services
Counterfeit or unauthorized goods: Counterfeit goods; unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported
Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making for a monetary or material prize; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance including legal or illegal forms of gambling, internet gambling, sweepstakes and contests with a buy-in or cash prize; charity sweepstakes and raffles for the explicit purpose of fundraising
Intellectual property or proprietary rights infringement: Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; any product or service that directly infringes or facilitates infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party; use of Provider intellectual property without express consent from Provider; use of the Provider name or logo, including use of Provider trade or service marks inconsistent with Provider’s policies, or in a manner that otherwise harms Provider or the Provider brand; any action that implies an untrue endorsement by or affiliation with Provider
Regulated or illegal products or services: Cannabis dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online pharmacies; prescription-only products including card-not-present pharmaceuticals; peptides and research chemicals; fake references or ID-providing services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis; goods or services, the sale of which is illegal under applicable law in the jurisdictions to which Customer’s business is targeted or directed
Sanctions: Use of the Service in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including any person/entity on government sanctions lists
Aggregation: Engaging in any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds; payment facilitation
Drug paraphernalia: Any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs
High risk businesses: Bankruptcy lawyers; psychic services; essay mills; chain letters; door-to-door sales; medical benefit packages; telemedicine and telehealth services; travel reservation services and clubs; airlines; cruises; timeshares; circumvention, jamming and interference devices; prepaid phone cards, phone services; telemarketing, offering substantial rebates or special incentives as an inducement to purchase products or services; telecommunications manipulation equipment; forwarding brokers; negative response marketing; subscriptions over one year; extended warranties; government grants; embassy, foreign consulate, or other foreign governments; charities without proper registration; credit card and identity theft protection; the use of credit to pay for lending services; any businesses that Provider believes poses elevated financial risk, legal liability, or violates card network or bank policies; any business or organization that a. engages in, encourages, promotes or celebrates unlawful violence or physical harm to persons or property, or b. engages in, encourages, promotes or celebrates unlawful violence toward any group based on race, religion, disability, gender, sexual orientation, national origin, or any other immutable characteristic
Multi-level marketing: Pyramid schemes network marketing and referral marketing programs
Pseudo pharmaceuticals: Nutraceuticals, pseudo-pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body
Social media activity: Sale of Twitter followers, Facebook likes, YouTube views, Instagram followers, and other forms of social media activity
Substances designed to mimic illegal drugs: Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom)
Use of Service in a manner inconsistent with its intended use or as expressly prohibited in the Processor Terms: Use of the Service principally as a virtual terminal (e.g., submitting card transactions by manually inputting card information); processing where there is no bona fide good or service sold, or donation accepted; card testing; evasion of card network chargeback monitoring programs; cross-border acquiring; sharing cardholder information with another merchant for payment cross-sell product or service
Video game or virtual world credits: Sale of in-game currency unless the merchant is the operator of the virtual world
Get rich quick schemes: Investment opportunities or other services that promise high rewards
Mug shot publication or pay-to-remove sites: Platforms that facilitate the publication and removal of content (such as mug shots), where the primary purpose of posting such content is to cause or raise concerns of reputational harm
No-value-added services: Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers
Customer are obligated to pay all applicable taxes, fees and other charges imposed by any governmental authority, including, without limitation, any value added tax, goods and services tax, harmonized sales tax and/or provincial or territorial sales tax, on the Service provided under this Agreement. If Customer is tax-exempt, Customer will provide Provider with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.
Provider reserves the right to change the Fees at any time. If Customer continues to use the Service and the Processor Services, then Customer is deemed to have accepted the change in Fees contemplated by such notice.
In addition to the Fees, Customer is also responsible for any penalties and fines imposed on Customer or on Provider or the Processor by any bank, money services business, payment network, financial institution, or other financial intermediary resulting from Customer’s use of the Service in a manner not permitted by this Agreement or by such financial intermediary’s rules and regulations.
Customer hereby explicitly agrees that all communication in relation to delinquent accounts may be made by electronic mail as provided to Provider by Customer. Such communication may be made by Provider or by anyone on its behalf, including, but not limited to, a third-party collection agent.
Provider may require Customer to fund the Reserve Account by means of: (i) any funds made or due to Customer for Transactions and Payouts submitted to the Service; or, (ii) amounts available in Customer’s bank account by means of ACH debit to such account; or, (iv) other sources of funds associated with Customer’s account; or, (iv) requesting that Customer provide funds for deposit to the Reserve Account.
Customer agrees that: (i) Customer is not entitled to any interest or other compensation associated with the funds held in the Reserve Account; (ii) Customer has no right to direct that account; (iii) Customer has no legal interest in those funds or that account; and, (iv) Customer may not assign any interest in those funds or that account.
Customer grants Provider permission to share records or other information required with the cardholder, the cardholder’s financial institution, and Customer’s financial institution to help resolve any chargeback. Customer acknowledge that Customer’s failure to provide Provider with complete and accurate information in a timely manner may result in an irreversible chargeback being assessed.
Termination does not relieve Customer of Customer’s obligations as defined in this Agreement, and Provider and/or the Processor may elect to continue to hold any funds deemed necessary, pending resolution of any other terms or obligations defined in this Agreement, including, but not limited to, chargebacks, fees, refunds, or other investigations or proceedings.
Upon termination Customer agrees: (i) to immediately cease Customer’s use of the Service; (ii) to discontinue use of any Provider or Processor trademarks and to immediately remove any Provider or Processor references and logos from Customer’s website and/or physical location, if applicable; (iii) that the license granted under this Agreement shall end; (iv) that Provider reserves the right (but have no obligation) to delete all of Customer’s information and account data stored on Provider’s servers; (v) that Provider will not be liable to Customer for compensation, reimbursement, or damages in connection with Customer’s use of the Service, or any termination or suspension of the Service, or deletion of Customer’s information or account data; and, (vi) that Customer will still be liable to Provider for any fees or fines, or other financial obligation incurred by Customer or through Customer’s use of the Service prior to termination.
Provider has agreed to indemnify and hold the Processor harmless for some, and, in some cases, all of Customer’s liabilities occurring under the Processor Terms, including, but not limited to, disputes (including, but not limited to, chargebacks and related fees), refunds, reversals, returns and fines (as such terms are defined in the Processor Terms). Insofar as Provider becomes liable to the Processor or any other third party for any penalties, fines, fees, or other liabilities under or in respect of the Processor Terms, the Service, the Payment Processing services, or the Payment Network Rules, Customer agrees to indemnify and hold Provider harmless from and against any and all such liabilities.
Without limiting Customer’s indemnification obligations set forth in the Agreement, Customer also agree to indemnify and defend the Provider Indemnitees against any Action brought by a third party against a Provider Indemnitee, and Customer agrees to fully reimburse the Provider Indemnitees for any Claims that result from: (i) Customer’s breach of any provision of this Agreement; (ii) any fees, fines, penalties, disputes, reversals, returns, chargebacks (as such terms are defined in the Processor Terms), or any other liability we incur that results from Customer’s use of the Service; (iii) negligent or willful misconduct of Customer’s owners, employees, contractors, or agents; (iv) contractual or other relationships between Customer and Customer’s customers; or, (v) third-party indemnity obligations Provider incurs as a direct or indirect result of Customer’s acts or omissions, including, but not limited to, indemnification of the Processor or any Payment Network.
Provider will have the final decision-making authority with respect to Actions, including, without limitation, claims for refunds that are filed with Provider by Customer or Customer’s customers. Customer will be required to reimburse Provider for Customer’s liability.
Customer hereby covenants to us that: (i) any Transactions submitted by Customer will represent a bona fide sale by Customer; (ii) any Transaction submitted by Customer will accurately describe the goods and/or services sold and delivered to a customer; (iii) Customer will fulfill all of Customer’s obligations to each customer for which Customer submit a Transaction and will resolve any disputes or complaints directly with Customer’s customers; (iv) Customer and all Transactions initiated by Customer will comply with all applicable laws, rules, and regulations applicable to Customer’s business, including, but not limited to, any applicable tax laws and regulations; (v) except in the ordinary course of business, no Transaction submitted by Customer through the Service will represent a sale to any principal, partner, proprietor, or owner of Customer’s entity; (vi) Customer 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; and, (vii) any information Customer provide to us will be accurate and complete.
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