Schedule 3: UBIQUITI PAYMENT GATEWAY

Last Modified: May 1, 2020

If Customer subscribes to the Ubiquiti Payment Gateway service (the “Service”), Customer agrees to the following additional terms and conditions:

  1. The Service
    1. Provider’s Role. The Service helps Customer integrate with a payment processor (the “Processor”), as described more fully below. Customer hereby appoint Provider as Customer’s agent to deliver information and instructions on Customer’s behalf to the Processor. Customer agrees and acknowledges that Provider and its Affiliates are not banks, payment institutions, or money services business, and Provider is instead a supplier of the Service supplied under the Agreement. For the avoidance of doubt, all references to the “Agreement” shall be deemed to include this Schedule.
    2. The Processor. The Processor is Stripe, Inc. or one of its Affiliates, which is a technical services provider and may offer the services as an agent of one or more financial institutions in the United States (each, a “Financial Services Provider”). The processing and settlement of Transactions (as defined below) (“Payment Processing”) and Payouts (as defined below) are carried out by the Processor and any of the Financial Services Providers under a separate Stripe Connected Account Agreement and other terms on the Processor’s website, including the Stripe Services Agreement and the applicable Financial Services Terms, and to the extent Customer uses a payment method that is subject to additional terms, the Payment Terms (collectively, the “Processor Terms”). By accepting the Service, Customer is also accepting and agreeing to be bound by the Processor Terms, which is the legal agreement between Customer and the Processor.

      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").

    3. United States. To utilize the Service, Customer must be a business located in United States.
    4. The Payments Services. Provider hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to use the Service (the “License”). The License shall be for the term of this Agreement only. Neither the License nor any other provision hereof shall grant any rights in the Service or other intellectual property rights except the limited License of use set out above.

      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”).

    5. Payment Methods.  Customer assumes sole and exclusive responsibility for the use of the Service. Customer also assumes sole and exclusive responsibility for Transactions under the Processor Terms. Customer agrees to be solely responsible for verifying the identity of its customers and of the eligibility of a presented Card used to purchase Customer’s products and services, and Provider does not guarantee or assume any liability for Transactions authorized and completed that may later be reversed or charged back. Customer is solely responsible for all reversed or charged back transactions, including any fees relating to such reversed or charged back transactions imposed by Provider and Processor, regardless of the reason for, or timing of the reversal or chargeback. Provider or the Processor may add or remove one or more types of Payment Networks or Cards, in their sole discretion, at any time, without prior notice to Customer.
    6. Customer Service To Customer’s Users.  Customer assumes sole and exclusive responsibility for providing customer service or support to its customers for any and all issues related to Customer’s products and services, including, but not limited to, issues arising from the processing of Cards through the Service.
    7. Taxes.  Customer has sole and exclusive responsibility to determine what, if any, taxes apply to the sale of Customer’s goods and services and/or the payments Customer receives in connection with Customer’s use of the Service ("Taxes"). It is solely Customer’s responsibility to assess, collect, report, or remit the correct Taxes to the proper tax authority, whether in customers’ jurisdictions, Customer’s jurisdiction or elsewhere. Provider and Processor are not obligated to, nor will they, determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority, arising from any Transaction. Provider and Processor retain the right, but not the obligation, at its sole discretion, to complete and file tax or related reports with tax authorities regarding Transactions in those jurisdictions where Provider deems such reporting necessary. Customer hereby indemnifies and holds Provider and Processor harmless from and against any and all liability related to Taxes and filings made by Provider and Processor in respect thereof. Customers agree that Provider and Processor may send Customer any tax-related information electronically.
    8. Customer’s Customers If prohibited by law, Customer will not impose any fee or surcharge on a customer that seeks to use an eligible Card. Customer will provide an informational slip or receipt to Customer’s customer at the conclusion of the Transaction that includes all information required under Payment Network Rules and applicable law.
    9. Security. Provider maintains commercially reasonable administrative, technical and physical procedures to protect all the personal information regarding Customer and Customer’s customers that is stored in its servers from unauthorized access, accidental loss, or modification. Provider cannot, however, guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes.
    10. Data Security. Customer assumes full responsibility for the security of data on Customer’s website or otherwise in Customer’s possession or control. Customer agrees to comply with all applicable laws and rules in connection with Customer’s collection, security, and dissemination of any personal, financial, Card, or Transaction information (collectively, “Data", and as pertains to Customer’s customers, “Cardholder Data”). Customer agrees that at all times Customer shall be compliant with applicable Payment Card Industry Data Security Standards (“PCI-DSS”) and, as applicable, the Payment Application Data Security Standards (“PA-DSS”). Customer agrees to promptly provide Provider with documentation evidencing Customer’s compliance with PCI-DSS and/or PA-DSS upon request. Customer also agrees that Customer will use only PCI-DSS and PA-DSS compliant service providers in connection with the storage or transmission of Card information, including a cardholder’s account number, expiration date, and CVV2. Customer must not store CVV2 data at any time. It is Customer’s responsibility to comply with these standards and all the Payment Network Rules.
    11. Audit Right. If Provider believes that a security breach, personal data breach, or other compromise of data may have occurred, Provider may require Customer to have a third-party auditor that is approved by Provider conduct a security audit of Customer’s systems and facilities and issue a report to be provided to Provider and, at Provider’s discretion, to the Processor, its Financial Services Provider, Payment Networks, and law enforcement, at Customer’s sole cost and expense.
    12. Privacy.  Customer’s privacy and the protection of Customer’s data are very important to us. Customer acknowledge that Customer has received, read in full, and agree with the terms of our Privacy Policy, and the Processor’s Privacy Policy. Provider’s Privacy Policy is hereby incorporated into this Agreement. Provider’s Privacy Policy and the Processor’s Privacy Policy contain important information about the collection, use, retention, and disclosure of personal information, as well as other important matters, and explains how and for what purposes Provider and the Processor collect, use, retain, disclose and safeguard the information Customer provides. Customer agrees that Provider’s Privacy Policy and the Processor’s Privacy Policy may be modified at Provider’s or the Processor’s option, if necessary, and Customer will check each Privacy Policy on a regular basis. Customer also acknowledges that the Processor may be required to report Customer’s business name and the name of Customer’s principals to the Member Alert to Control High-Risk merchants list of MasterCard (“MATCH List”) maintained by MasterCard and accessed and updated by American Express, to the VMAS database upheld by Visa Europe, and/or to the Consortium Merchant Negative File maintained by Discover, if applicable, pursuant to the requirements of 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.

    13. Privacy of Others.  Customer represents that Customer is in compliance with all applicable privacy laws and that Customer maintain a publicly accessible privacy policy that accurately discloses how Customer collects, uses, and discloses personal data, including through the Service. Additionally, Customer represents that Customer has obtained all necessary rights and consents under applicable law to allow Provider and the Processor to collect, use, retain, and disclose any Cardholder Data that Customer provides to, or authorizes Provider and the Processor to collect, including information that they may collect directly from Customer of its customers via cookies or other means and to use that data to provide the Service.

      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.

    14. Restricted Use.  Customer agrees and acknowledges that it is required to obey all laws, rules, and regulations applicable to Customer’s use of the Service (e.g., including those governing financial services, consumer protections, unfair competition, anti-discrimination, or false advertising). In addition to any other requirements or restrictions set forth in this Agreement, Customer shall not: (i) utilize the credit available on any Card to provide cash advances to cardholders; (ii) submit any Transaction for processing that does not arise from Customer’s sale of goods or service to a customer; (iii) act as a payment intermediary or aggregator or otherwise resell the Service on behalf of any third party; (iv) send what Customer believes to be potentially fraudulent authorizations or fraudulent Transactions; or, (v) use the Service or the Payment Processing services in a manner that a Payment Network reasonably believes to be an abuse of the Payment Network or a violation of the Payment Network Rules.

      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.

    15. Suspicion of Unauthorized or Illegal Use. Provider and the Processor reserve the right to not provide the Service in respect of any Transaction Customer submits that Provider or the Processor believes, in their sole discretion, is in violation of the Agreement, any other Provider or Processor agreement, or exposes Customer, Provider, the Processor, or any other third party to actual or potential risk or harm, including, but not limited to, fraud and other criminal acts. Customer is hereby granting Provider and the Processor authorization to share information with law enforcement about Customer, Customer’s Transactions, or Customer’s accounts with Provider.
    16. Payment Network Rules. The Payment Networks have established guidelines, bylaws, rules, and regulations in the form of the Payment Network Rules. Customer is required to comply with all applicable Payment Network Rules. The Payment Network Rules for Visa, MasterCard and American Express are available on their websites. The Payment Networks may amend the Payment Network Rules at any time and without notice to Provider or to Customer. Insofar as the terms of this Agreement and/or the Processor Terms are inconsistent with the Payment Network Rules, the Payment Network Rules shall prevail. We reserve the right to amend this Agreement at any time, without notice to Customer, as may be necessary to comply with the Payment Network Rules.
    17. Disclosures and Notices.   Customer agrees that electronic disclosures and notices have the same meaning and effect as if Provider had provided Customer with a paper copy. Such disclosures and notices shall be considered to be received by Customer within twenty-four (24) hours of the time it is posted on Provider’s websites or emailed to Customer.
    18. Automatic Reminders. Provider reserves the right to use automated telephone dialing, text messaging systems, and email to provide messages to Customer about the Service. Customer gives Provider permission to call or send a text message to any telephone number that Customer has provided to Provider and to play pre-recorded messages or send text messages with information about this Agreement or Customer’s account over the phone. Customer agrees that we will not be liable to Customer for any such calls or electronic communications even if information is communicated to an unintended recipient. Customer understands that when Customer receives such calls or electronic communications Customer may incur a charge from the company that provides Customer with telecommunications, wireless and/or Internet services. Customer agrees that Provider and its Affiliates have no liability for such charges. Customer agree to immediately notify Provider if Customer changes telephone numbers or are otherwise no longer the subscriber or customary user of a telephone number or email address Customer has previously provided to Provider.
  2. Accounts
    1. Business Only. The Service is only made available to persons that operate a business selling goods and services. Customer may not use the Service for non-commercial, personal, family, or household purposes.
    2. Verification and Underwriting To verify Customer’s identity, Provider and Processor may require additional information, including Customer’s company registration number or business number, Customer’s tax identification number and other information about Customer. Provider and the Processor may also ask for additional information to help verify Customer’s identity and assess Customer’s business risk, including, but not limited, to business invoices, reseller authorization or distributor information, government issued identifications, or business license, for Customer or for any of the owners or principals of Customer’s business. Provider and the Processor may ask Customer for Customer’s financial statements. Provider and the Processor may request Customer’s permission to do a physical inspection at Customer’s place of business and to examine books and records that pertain to Customer’s compliance with this Agreement. Customer’s failure to comply with any of these requests within five (5) days may result in suspension or termination of Customer’s account. Customer authorizes Provider and the Processor to retrieve additional information about Customer from third parties and other identification services. Provider and the Processor reserve the right to hold funds while awaiting the information requested above. By accepting the terms of this Agreement, Customer authorizes Provider to retrieve information about Customer by using third parties, including credit bureaus and other information providers. Customer acknowledges that such information retrieved may include Customer’s name, address history, credit history, and other data about Customer. Provider may periodically update this information to determine whether Customer continues to meet the eligibility requirements for the Service.

      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.

    3. Prohibited Businesses The following categories of businesses and business practices are prohibited from using the Service (“Prohibited Businesses”). Prohibited Business categories may be imposed by law or through the Payment Network Rules, by Provider or the Processor. The types of businesses listed below are representative but not exhaustive. Provider may add to or update the Prohibited Business list at any time.
      Financial and professional services

      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

      IP Infringement, regulated or illegal products and services

      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

      Products or services that are otherwise prohibited by law or our financial partners

      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

      Unfair, predatory, or deceptive practices

      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

  3. Processing Card Transactions
    1. Fees.  Customer agrees to pay the fees for processing that are provided separately by Provider (the "Processing Fees"). Processing Fees shall be collected from Customer by the Processor on our behalf in accordance with the terms of the Stripe Connected Account Agreement.

      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.

    2. Security Interest. As security for performance of Customer’s obligations under this Agreement, Customer grants Provider a first priority lien and security interest on all funds processed and deposited into all Payout Accounts (as defined in the Processor Terms), and any other bank accounts associated with Customer’s account, and in any funds processed using the Payment Processing services. These security interests and liens will secure payment and performance of all of Customer’s obligations under this Agreement and any other agreements now existing or later entered into between Provider, the Processor and Customer, including, without limitation, Customer’s obligation to pay any amounts due and owing to Provider. Customer will execute, deliver and pay the fees for any documents Provider requests to create, perfect, maintain, and enforce this security interest.
    3. Collection Rights To the extent permitted by law, Provider may collect any obligations Customer owes Provider, including but not limited to any fees or charges Provider owes Processor relating to the processing of the Transactions and the Payouts, under this Agreement by requesting that the Processor deduct the corresponding amounts from the Reserve Account (as that term is defined below) or from funds payable to Customer arising from the settlement of Transactions and Payouts. If these amounts are not sufficient to meet Customer’s obligations to Provider, Provider may charge the payment method associated with Customer’s account for any amounts owed to Provider. Customer’s failure to fully pay amounts that Customer owes Provider on demand will be a breach of this Agreement. Customer will be liable for Provider’s costs associated with collection in addition to the amount owed, including, without limitation, attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.

      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.

    4. Reserves. If applicable, Provider, in its discretion, may require certain funds to be held in reserves, which are amounts of money set aside to cover chargebacks, chargeback fees, refunds, or other payment obligations under this Agreement (the "Reserve Account"). Provider, in its discretion, will set the terms of Customer’s Reserve Account, which may require that a certain amount (including the full amount) of the funds received for a Transaction are held for a period of time, or that additional amounts are held in the Reserve Account. Provider, in its sole discretion, may elect to change the terms of the Reserve Account at any time, for any reason, based on Customer’s payment processing history or as requested by Provider’s payment processors. For the avoidance of doubt, this Section 4 shall survive the expiration or termination of the Agreement.

      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.

    5. Contesting Chargebacks.  Provider may, in its sole discretion, provide Customer with commercially reasonable assistance to help contest Customer’s chargebacks. Provider does not assume any liability for its role or assistance in contesting chargebacks. Provider reserves the right, upon notice to Customer, to charge a fee for mediating or investigating chargeback disputes.

      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.

  4. Termination and Other General Legal Terms
    1. Termination. In addition to the termination rights set forth in the Agreement, Provider may terminate or suspend the Service for Customer at any time for any reason, including but not limited to if: (i) Provider determines that Customer may be ineligible for the Service because of the risk associated with Customer’s accounts or business, including, without limitation, significant credit or fraud risk, or for any other reason; (ii) Customer does not comply with any of the provisions of this Agreement or the Processor Terms; or (iii) upon request of the Payment Network, the Processor, or a Card issuer. Termination of the Processor Terms may, at the discretion of Provider, result in a termination of this Agreement. Termination of this Agreement shall entitle Provider to cause the Processor to terminate the Processor Terms.
    2. Effects of Termination. Upon termination and closing of Customer’s account, Provider will immediately discontinue Customer’s access to the Service. Customer agrees to complete all pending Transactions, and stop accepting new Transactions through the Service.

      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.

    3. Ownership. The Service is licensed and not sold. Provider reserve all rights not expressly granted to Customer in this Agreement. The Service is protected by copyright, trade secret, and other intellectual property laws. Provider owns the title, copyright, and other worldwide Intellectual Property Rights in the Service. This Agreement does not grant Customer any rights to Provider’s trademarks or service marks.
    4. Customer’s Liability and Indemnification Concerning Liabilities. Nothing in this Agreement shall serve to diminish Customer’s liability under the Processor Terms. Customer is obliged to fulfill Customer’s obligations under this Agreement and those under the Processor Terms.

      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.

    5. Customer’s Representations, Warranties and Covenants.  Without limiting any other representations, warranties or covenants in the Agreement, Customer represents and warrants that: (i) Customer is not a member of an organized crime group, a party who has been a member of an organized crime group in the past five years, a quasi-member of an organized crime group, a corporate racketeer, or other similar party, nor are any of Customer’s officers or employees a member of the foregoing; and (ii) Customer will not carry out, nor use a third party to carry out, any of the following unlawful acts: (a) the act of making violent demands; (b) the act of making unreasonable demands exceeding legal responsibilities; (c) the act of using threatening behavior or violence in relation to a transaction; (d) the act of spreading rumors, using fraudulent means, or using force to harm the other party’s reputation or obstruct the party’s business; (e) the act of selling products for the purpose of money laundering; (f) the act of using a Card held by Customer for a sale without reasonable grounds or another act similar to those set forth in (a) through (f).

      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.

    6. NO WARRANTIES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM OR THROUGH THE SERVICE OR FROM: (I) PROVIDER; (II) THE PROCESSOR, SUPPLIERS OR LICENSORS OF PROVIDER OR THE PROCESSOR; OR, (III) ANY OF THE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (I) OR (II) ABOVE (COLLECTIVELY, THE “DISCLAIMING ENTITIES" AND INDIVIDUALLY, A “DISCLAIMING ENTITY”), WILL CREATE ANY WARRANTY. CUSTOMER SPECIFICALLY ACKNOWLEDGE THAT PROVIDER DOES NOT HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE SERVICE, AND PROVIDER CANNOT ENSURE THAT CUSTOMER’S CUSTOMERS WILL COMPLETE A TRANSACTION OR ARE AUTHORIZED TO DO SO. WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT: (I) THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; (II) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS; (III) THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (IV) THE SERVICE WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (V) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR, (VI) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT CUSTOMER’S OWN RISK AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION OR A PAYOUT.
    7. Limitation of Liability and Damages. THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM CUSTOMER’S ACCESS TO OR USE OF THE SERVICE; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SERVICE AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (IV) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE; (V) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VI) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF PROVIDER OR THE PROCESSOR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PROVISIONS OF THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
    8. Change of Business.  Customer agrees to provide Provider with prompt notification within three (3) days if Customer is the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, bankruptcy, or similar action or proceeding initiated by or against Customer or any of Customer’s principals (any of the foregoing, a “Bankruptcy Proceeding”). Customer also agrees to promptly notify us within three (3) days of any adverse change in Customer’s financial condition, any planned or anticipated liquidation or substantial change in the basic nature of Customer’s business, any transfer or sale of twenty-five percent (25%) or more of Customer’s total assets, or any change in the control or ownership of Customer’s or Customer’s parent entity. Customer will also notify us within three (3) days of any judgment, writ, warrant of attachment or execution, or levy against twenty-five percent (25%) or more of
    9. Survival. Any provision, including but not limited to Sections A.7, A.11, C.1, C.2, C.3, C.4, C.5, D.1-4, D.6, and D.7, that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect in accordance with their terms upon the termination of this Agreement.
Ubiquiti Services General Terms and Conditions

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