Press n or j to go to the next uncovered block, b, p or k for the previous block.
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"react";
import { palette } from "@palette";
import { TermsOfServiceProps } from "./types";
import {
AddressSpan,
ParagraphGeneric,
ParagraphPage,
Heading,
SubHeading,
UList,
OList,
ListElement,
Title,
TableScroll,
FeeTable,
} from "./TermsOfServiceContent.styles";
import { RHFCheckbox } from "@common/Checkbox";
import {
giveCorpAddress,
SELF_ASSESSMENT_ATTESTATION_OF_COMPLIANCE_URL,
} from "@constants/constants";
import TermsOfServiceContentVersion from "./TermsOfServiceContentVersion";
const TermsOfServiceContentMerchant = ({
...props
}: Omit<TermsOfServiceProps, "customStyles"> & { isPage?: boolean }) => {
const isGeneric = !props?.merchantAgreementVersion?.version;
const { isPage } = props;
const Paragraph = isPage ? ParagraphPage : ParagraphGeneric;
return (
<>
<Title>Merchant Agreement</Title>
<TermsOfServiceContentVersion {...props} />
<Heading>Introduction</Heading>
<Paragraph>
This Merchant Agreement is a legal agreement (this “Agreement“) between
you, the merchant (“Merchant,” “user,“ “you“ or “your“) and
GiveCorporation, Inc. including all its subsidiaries referenced
collectively as (“GiveCorporation,““Give Corporation“, “we,“ “our“ or
“us“). A Sponsor is an acquirer that contracts with a payment
facilitator (“Sponsor”, "Sponsor Bank"). As used in this Agreement,
“Service“ refers to GiveCorporation‘s payment processing services,
person to person (“P2P”) payments, 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 GiveCorporation, directly or indirectly. To use the
Service, you must agree to all the terms of this Agreement.
</Paragraph>
<Paragraph>
GiveCorporation 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.GiveCorporation.com as well as policies, notices, and other content
concerning the Service that appear on the Platform's website
(collectively, the “Website“).
</Paragraph>
<Heading>
1. Merchant Relationship with GiveCorporation and Others
</Heading>
<Paragraph>
GiveCorporation 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") or between party to party transfers. Neither
GiveCorporation, nor any bank, is a party to these transactions. For
payments by card, GiveCorporation 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"), or other payment
Card Organizations, associations, or companies (collectively, the
"Networks"). The processor and Sponsor bank are referred to collectively
as the "Bank". The Bank is obligated to pay Merchants under both (a) the
provisions of its agreement with GiveCorporation, 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 and P2P, 6GiveCorporation
initiates the payment process by providing information to the Bank
through the National Automated Clearing House (“ACH”). Merchants and P2P
participants must register with GiveCorporation. 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.
GiveCorporation asks Merchants and P2P participants for additional
information, such as street address, telephone number, tax
identification number (such as Social Security Number), and date of
birth. 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 authorize GiveCorporation,
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 GiveCorporation to request
a consumer report that contains your name and address. You must provide
accurate and complete information to GiveCorporation. Specifically, when
you register for GiveCorporation, 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 GiveCorporation your
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 Bank will refund to
your payers all of the payments you have accepted. Finally, if at any
time GiveCorporation is unable to verify that the identity information
you provided is correct and up-to-date, then, unless you provide
verifiable information promptly, (a) GiveCorporation 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 the Bank, GiveCorporation nor Platform will
have any liability to you for your inability to accept payments or for
refunds pursuant to this paragraph. GiveCorporation allows individuals,
businesses, and non-profit organizations to register for GiveCorporation
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.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
In order to use GiveCorporation as a Merchant or P2P participant, you
must register with accurate and complete information. You must be at
least 18 years old and based in the US.
</Paragraph>
<Heading>2. Purchasers (Customers, Donors, etc.)</Heading>
<Paragraph>
Purchasers may register with GiveCorporation. Whether or not Purchasers
or P2P intermediate recipients register, however, their use of the
Service is governed by the terms of this Agreement. In particular,
Section 9 of this Agreement applies to Purchasers paying by bank
transfer.
</Paragraph>
<Paragraph>
The Merchant (You) and P2P originators are responsible for the actions
of your Purchasers and subsequent P2P participants. Any fraudulent,
criminal, or financially irresponsible behavior and activity conducted
by Purchasers linked to your GiveCorporation Merchant Account or
conducted by subsequent P2P participants on your GIveCorporation account
is ultimately your responsibility. Any fines, legal action, and/or
financial ramifications that occur due to your Purchaser's or P2P
participant activity, the Merchant on record (you) will be held fully
accountable.
</Paragraph>
<Paragraph>
The burden and financial responsibility of refunds, chargebacks,
returns, bank fraud, and check fraud are solely upon the Merchant.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
Purchasers and P2P recipients don't have to register with
GiveCorporation, but they have to comply with this Agreement
<br />
<br />
GiveCorporation recommends that you conduct a thorough KYB/C (Know Your
Business/Customer) as you will be held responsible for any activity.
GiveCorporation is not responsible for ANY transactions and is required
by law to cooperate with the relevant authorities when questionable
activity occurs.
</Paragraph>
<Heading>3. API Developer Relationship with GiveCorporation</Heading>
<Paragraph>
GiveCorporation offers an application programming interface ("API") to
retrieve information from or submit requests to GiveCorporation.
Developers who use the GiveCorporation API, the applications that they
develop, and the users that these applications serve, are subject to the
terms of this Agreement.
</Paragraph>
<Paragraph>
GiveCorporation grants you a limited, worldwide, royalty-free,
non-assignable, non-sublicenseable and non-exclusive license to use the
API solely to develop applications to make use of GiveCorporation
services. You may not use the API 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 API or
any part of the API. The API may be licensed under an open source
software license; use, reproduction and distribution of the API are
governed by the terms of that open source software license.
GiveCorporation owns all legal rights, title and interest in and to the
API, including any Intellectual Property Rights that subsist in the API.
“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. GiveCorporation reserves all rights not
expressly granted to you.
</Paragraph>
<Paragraph>
As a developer, you must receive permission from and open
GiveCorporation Accounts for individual Merchants. You may not use the
GiveCorporation API to facilitate use of a GiveCorporation Account to
process payments for goods and services provided by anyone other than
the Merchant who owns the GiveCorporation Account. In some cases (such
as where you violate this Agreement or cause Merchants who use your API
to violate this Agreement), you may also be held liable. If your
implementation does not flag "Virtual Terminal" transactions correctly,
GiveCorporation 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
GiveCorporation'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 GiveCorporation's fees and your App Fee) will be sent to the
Merchant for whom you are facilitating the payment.
</Paragraph>
<Paragraph>
GiveCorporation will issue you an access token for each user of your API
who creates a GiveCorporation Account. You agree that access tokens are
the property of GiveCorporation, and that misuse of access tokens by you
or your users could cause substantial loss and damage to
GiveCorporation. If your API uses GiveCorporation'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, 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. You will implement
appropriate measures to protect the security of the access tokens and
credit card tokens, and you will notify GiveCorporation promptly if you
suspect they have been misappropriated or misused.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
Developers can use the GiveCorporation API to integrate their
applications with the GiveCorporation Service, subject to important
conditions.
</Paragraph>
<Heading>
4. Limitations on GiveCorporation's and Others' Responsibility
</Heading>
<Paragraph>
Purchasers and subsequent P2P participants may register with
GiveCorporation. Whether or not Purchasers and subsequent P2P
participants register, however, their use of the Service is governed by
the terms of this Agreement. In particular, Section 9 of this Agreement
applies to Purchasers paying by bank transfer.
</Paragraph>
<Paragraph>
Neither GiveCorporation nor any other third party makes any
representations or guarantees regarding Merchants or Purchasers or
subsequent P2P participants utilizing the Service. Use of our Service in
no way represents any endorsement by GiveCorporation or any Network, of
a user's existence, legitimacy, ability, policies, practices, or
beliefs. GiveCorporation 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.
</Paragraph>
<Paragraph>
A charitable organization may use GiveCorporation 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.
GiveCorporation specifically disclaims any liability in this regard.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
Neither GiveCorporation 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, subsequent P2P participants, or
charitable organization using GiveCorporation.
</Paragraph>
<Heading>5. Our Fees</Heading>
<Paragraph>
GiveCorporation will pass through to Merchant all Card Organizations,
bank, NACHA, and other third-party fees applicable to Merchant's
activity. The Fees for the Service are set out in the Fee Schedule
attached as Exhibit D. Transaction processing and other fees are charged
to Merchants (and, where applicable, to P2P participants) as set forth
in Exhibit D and may vary based on market conditions, volume, method,
risk, and Card Organization rules. Fees may be added or updated from
time to time in the Fee Schedule without requiring re-execution of this
Agreement. The fees summarized or referenced in this Section 5 are
provided for convenience; in the event of any conflict between this
Section 5 and Exhibit D, Exhibit D controls.
</Paragraph>
<Paragraph>
If Merchant meets or exceeds any Card Organizations excessive chargeback
or fraud program thresholds, additional program assessments or
management fees imposed by the Card Organizations, bank, or Sponsor may
apply and will be passed through to Merchant. Processing may be
suspended or terminated as required by program rules or this Agreement.
</Paragraph>
<Paragraph>
The Fees, together with any App Fees, are netted against other funds due
to Merchant or debited from the Merchant's or P2P initiator'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 GiveCorporation or by the Platform, and as
set out in Exhibit D (collectively, the "Fees"). In general, Fees posted
by GiveCorporation 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," but only in compliance
with the Operating Regulations. Chargeback costs will be charged to the
Merchant. On any chargeback or refund, any revenue or fee that the
Provider earned for that transaction will be returned.
</Paragraph>
<Paragraph>
Subject to the terms of this Agreement, we 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.
</Paragraph>
<Paragraph>
<strong>Minimum Monthly Commitment</strong>
</Paragraph>
<Paragraph>
Merchant agrees to satisfy one or more minimum monthly commitments, as
specified in the applicable Order Form, Pricing Schedule, or Fee
Schedule (the "Merchant Minimum Monthly Commitment"). The Merchant
Minimum Monthly Commitment may, at GiveCorporation's discretion, be
structured as one or more of the following: (a) a flat minimum monthly
fee; (b) a minimum monthly processing volume; (c) a minimum monthly
amount of fees payable to GiveCorporation; or (d) any combination of the
foregoing. If, during any calendar month, Merchant fails to satisfy the
applicable Merchant Minimum Monthly Commitment, GiveCorporation may
assess a Minimum Monthly Fee equal to the difference between the
required minimum fee amount and the actual fees generated by Merchant
during that month. The Minimum Monthly Fee represents consideration for
access to and availability of the Services and is not a penalty.
</Paragraph>
<Paragraph>
Grace Periods; Adjustments. GiveCorporation may, in its sole discretion,
apply a grace period, temporary waiver, reduced minimum, or other
adjustment to the Merchant Minimum Monthly Commitment based on
onboarding timelines, ramp-up expectations, seasonal activity, or other
circumstances, as reflected in the applicable Order Form, Pricing
Schedule, or written notice from GiveCorporation.
</Paragraph>
<Paragraph>
Failure to Meet Minimums. Failure to meet the Merchant Minimum Monthly
Commitment for one or more months may, at GiveCorporation's discretion,
result in the assessment of applicable fees, suspension of Services, or
termination of this Agreement upon written notice.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
</Paragraph>
<Paragraph>
GiveCorporation charges fees to use our Service, as set out in the Fee
Schedule (Exhibit D). We reserve the right to change our fees at any
time.
</Paragraph>
<Heading>6. E-Sign Disclosure and Consent Electronic Delivery</Heading>
<Paragraph>
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 GiveCorporation Account and your use of the
Service. Communications include but are not limited to:
</Paragraph>
<OList>
<ListElement>
agreements and policies, such as this Agreement and our Privacy
Policy, including updates thereto;
</ListElement>
<ListElement>annual disclosures;</ListElement>
<ListElement>transaction receipts or confirmations;</ListElement>
<ListElement>
communication in relation to delinquent accounts (which may also be by
phone, and may be made by GiveCorporation or by anyone on its behalf,
including a third party collection agent);
</ListElement>
<ListElement>Account statements and history; and</ListElement>
<ListElement>federal and state tax statements.</ListElement>
</OList>
<Paragraph>
We will provide these Communications to you by emailing them to you at
the primary email address listed in your GiveCorporation 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.
</Paragraph>
<SubHeading>Hardware and Software Requirements</SubHeading>
<Paragraph>
In order to access and retain electronic Communications, you will need
the following computer hardware and software:
</Paragraph>
<OList>
<ListElement>a computer with an Internet connection;</ListElement>
<ListElement>
Minimum recommended browser standards are Microsoft Internet Explorer
version 9.0 and above (see{" "}
<a href="http://www.microsoft.com/ie" target="_blank">
http://www.microsoft.com/ie
</a>{" "}
for current version), Mozilla Firefox current version (see{" "}
<a href="http://www.mozilla.com/" target="_blank">
http://www.mozilla.com
</a>{" "}
for current version), Apple Safari current version (see{" "}
<a href="http://www.apple.com/safari" target="_blank">
http://www.apple.com/safari
</a>{" "}
for current version), or Chrome current version (see{" "}
<a href="https://www.google.com/chrome" target="_blank">
http://www.google.com/chrome
</a>{" "}
for current version). The browser must have cookies enabled.
</ListElement>
<ListElement>
Adobe Acrobat Reader version 8.0 and above to open documents in PDF
format;
</ListElement>
<ListElement>
a valid email address (your primary email address registered with
GiveCorporation); and
</ListElement>
<ListElement>
sufficient storage space to save past Communications or an installed
printer to print them.
</ListElement>
</OList>
<Paragraph>
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 GiveCorporation Account at a later date.
</Paragraph>
<SubHeading>How to Withdraw Your Consent</SubHeading>
<Paragraph>
You may withdraw your consent to receive Communications electronically
by contacting us through Customer Support, at (800) 913-0163 or{" "}
<a href="mailto:help@givecorporation.com" target="_blank">
help@givecorporation.com
</a>
, or by writing to us at "GiveCorporation, Inc., 3200 E Camelback Rd.,
STE 275, Phoenix, AZ 85018”. If you withdraw your consent to receive
Communications electronically, GiveCorporation may deny your
registration for an Account, restrict or close your Account, or restrict
services or charge you additional fees for paper copies.
</Paragraph>
<Paragraph>
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.
</Paragraph>
<SubHeading>
Requesting Paper Copies of Electronic Communications
</SubHeading>
<Paragraph>
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
GiveCorporation Account. You understand and agree that GiveCorporation
may charge you an exception fee for each paper copy of a Communication.
GiveCorporation will not charge a fee if you request a Form 1099-K in
paper form.
</Paragraph>
<SubHeading>Updating Your Contact Information</SubHeading>
<Paragraph>
It is your responsibility to keep your primary email address up to date.
You understand and agree that if GiveCorporation 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, GiveCorporation 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 GiveCorporation to your email address book so that
you will be able to receive the Communications we send to you.
</Paragraph>
<Paragraph>
You can update your primary email address or street address at any time
by logging into your GiveCorporation Account, selecting "My Profile"
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 GiveCorporation are returned,
GiveCorporation may close your account, and you will not be able to
transact any activity using your GiveCorporation Account until we
receive a valid, functioning primary email address from you.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
GiveCorporation will communicate with you electronically, unless you opt
out. Be sure to keep the email address in your GiveCorporation Account
current.
</Paragraph>
<Heading>7. Prohibited Business Activities</Heading>
<Paragraph>
By registering with GiveCorporation as a Merchant or P2P participant,
you confirm that you are not, and will not, engage in, offer, or accept
payments in connection with any of the activities, items, or services
listed below. Please contact{" "}
<a href="mailto:merchants@givepayments.com" target="_blank">
merchants@givepayments.com
</a>{" "}
if you have questions about whether these categories apply to you.
</Paragraph>
<UList>
<ListElement>7273 Dating and Escort Services - CNP</ListElement>
<ListElement>
7995 Betting (to include Lottery Tickets, Casino Gaming Chips,
Off-Track Betting, and Wagers at Race Tracks)- CNP
</ListElement>
<ListElement>
Any products, ingredients, distributors, etc. red flagged by
LegitScript
</ListElement>
<ListElement>
Any substance deemed to be illegal and/or brand damaging - Synthetics,
Kratom, Kava Kava, 'Shrooms, Bath Salts, etc.
</ListElement>
<ListElement>
Child pornography, beastiality, rape, non-consensual mutilation (by
way of products, services, marketing material or
</ListElement>
<ListElement>CNP Adult Content Video</ListElement>
<ListElement>Counterfeit Products of any kind</ListElement>
<ListElement>
Direct and Affiliate Get Rich Quick Schemes (to include within MLM)
</ListElement>
<ListElement>
Direct sale of Marijuana (MMJ), medical or otherwise
</ListElement>
<ListElement>Fake Id's, Gov't Docs.</ListElement>
<ListElement>Gambling</ListElement>
<ListElement>Inhalants</ListElement>
<ListElement>Jammers</ListElement>
<ListElement>Mugshot removal</ListElement>
<ListElement>Negative Option</ListElement>
</UList>
<Paragraph>
You can't use GiveCorporation for anything illegal, inappropriate, or
risky. Just be honest and responsible, comply with the laws that apply
to you. Failure to do so will result in deactivation of account and
notification of the proper authorities.
</Paragraph>
<Paragraph>In addition, you may not use the Service for:</Paragraph>
<UList>
<ListElement>
Impersonating any person or entity or falsely claiming an affiliation
with any person or entity;
</ListElement>
<ListElement>
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;
</ListElement>
<ListElement>
Defaming, harassing, abusing, threatening, or defrauding others;
</ListElement>
<ListElement>
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);
</ListElement>
<ListElement>
Damaging, disabling, overburdening, or impairing GiveCorporation,
including without limitation, using the Service in an automated
manner;
</ListElement>
<ListElement>
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;
</ListElement>
<ListElement>
Creating an Account that is linked to another Account that has engaged
in any of the foregoing activities. GiveCorporation 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
</ListElement>
</UList>
<Paragraph>
<strong>In Summary,</strong>
<br />
If GiveCorporation 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 GiveCorporation services, and any
of your transactions with law enforcement.
</Paragraph>
<Heading>
8. GiveCorporation Purchaser & Merchant Responsibility
</Heading>
<Paragraph>
GiveCorporation provides hosting and data processing services for
Merchants. GiveCorporation 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, GiveCorporation collects, analyzes and
relays information generated in connection with payments between
Purchasers and Merchants, and P2P transfers. You authorize
GiveCorporation to provide this information to the Bank in order for the
Bank to facilitate payments from Purchasers to Merchants and P2P
transfers through the Networks, or the ACH, as applicable. As a result,
the Bank - and not GiveCorporation actually conducts the settlement of
card transactions and ACH transactions to Merchants and P2P recipients.
GiveCorporation does not at any point hold, own or control funds in
connection with the Services, nor does GiveCorporation transmit money or
monetary value. In connection with the Services, GiveCorporation 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 and P2P participants. In order to
act as a PSP, GiveCorporation 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 the Sponsor and its designated Sponsor 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 GiveCorporation 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 GiveCorporation or a third party
for use with the Service.
</Paragraph>
<Paragraph>
GiveCorporation is not responsible for any fraudulent or criminal
activity involving your merchant or P2P account. Should you and/or any
of your verified admins (team members you have invited into your
account), and/or purchasers (customers, donors, etc.) be found liable
for ANY AND ALL activity that violates ANY AND ALL of the
GiveCorporation Terms and/or the mismanagement of funds; GiveCorporation
will notify all relevant parties (Banking entities, Card Issuers, IRS,
Federal Government, Collection Agencies, Local Law Enforcement,
GiveCorporation Customers, etc.) of your behavior, and GiveCorporation
will seek full restitution and recommend maximum legal punishment.
Processing fraud, bank fraud, and check fraud all have fines of up to
$1,000,000 and up to 20 years in prison.
</Paragraph>
<Paragraph>
Notwithstanding GiveCorporation’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{" "}
<a href="http://usa.visa.com/" target="_blank">
usa.visa.com
</a>
,{" "}
<a href="http://www.mastercard.com/" target="_blank">
www.mastercard.com
</a>
,{" "}
<a href="http://www.americanexpress.com/" target="_blank">
www.americanexpress.com
</a>{" "}
and{" "}
<a href="http://www.discover.com/" target="_blank">
www.discover.com
</a>
). 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.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
GiveCorporation is a payment service provider, not a money services
business. This means GiveCorporation 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.
<br />
<br />
You will get in a lot of trouble if you violate the terms and services
agreement. And GiveCorporation is not responsible for you or your
customers' actions.
</Paragraph>
<Heading>9. Your ACH Payment Authorization</Heading>
<Paragraph>
If you are a Merchant, P2P participant 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
help@givecorporation.com or by closing your Account. You understand that
GiveCorporation 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 transfer 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.
</Paragraph>
<Paragraph>
When you set up a bank account on the Website and input your online
banking credentials for instant verification, you are granting
GiveCorporation (acting on your behalf) the right, power and authority
to access and transmit your personal and financial information (such as
from third party banks) as reasonably necessary to provide the ACH
authorization services.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
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.
</Paragraph>
<Heading>10. Accepted Forms Of Payment</Heading>
<Paragraph>
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 and P2P participants with a U.S. bank account
to U.S.-based Merchants and P2P participants, if supported by the
Platform. We may conduct verification checks on Purchasers and P2P
participants to ensure account ownership and sufficient balance, and we
may refuse to process payments from Purchasers and P2P participants 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.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
We support most U.S. credit cards and U.S. bank accounts.
</Paragraph>
<Heading>11. Underwriting and Sharing Information</Heading>
<Paragraph>
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 GiveCorporation, 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 form from time to time. At any time, GiveCorporation, its
processor or its other partners may conclude that you will not be
permitted to use GiveCorporation.
</Paragraph>
<Paragraph>
You agree that GiveCorporation 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 GiveCorporation’s risk management
process.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
GiveCorporation may request and share information about you with our
processor, banks and other financial institutions, and government
agencies.
</Paragraph>
<Heading>12. Transactions</Heading>
<Paragraph>
Transactions are indicated as Pending, Complete, Failed or Canceled.
</Paragraph>
<Paragraph>
"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.
</Paragraph>
<Paragraph>
"Completed" indicates that a transaction has cleared and the funds are
available in the Merchant's or P2P initiator’s Account. If
GiveCorporation determines that the transaction is related to a
restricted or prohibited business or activity or that the transaction is
the result of fraudulent activity, GiveCorporation may reverse or refund
the transaction at any time.
</Paragraph>
<Paragraph>
"Canceled" 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
GiveCorporation Support for more information. Although payments are
canceled, the removal of an authorization on a Purchaser credit card or
a return of funds to a Purchaser or P2P initiator’s bank account may not
be immediate, and GiveCorporation cannot guarantee availability within a
specific timeframe.
</Paragraph>
<Paragraph>
"Failed" indicates that a transaction could not be processed due to
inaccurate Account information, insufficient funds, or another
transaction-related reason.
</Paragraph>
<Paragraph>
Upon the release of transaction information by GiveCorporation, a
Purchaser or P2P initiator 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 GiveCorporation is reviewing a transaction for
risk purposes. Transactions in this state should not be treated as paid
until they are "Completed".
</Paragraph>
<Paragraph>
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.
</Paragraph>
<Paragraph>
GiveCorporation 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, GiveCorporation
will conduct a review of your Account, and decide whether to lift or
remove these limits. GiveCorporation will consider a variety of factors
in making this decision and will make this determination at its sole
discretion.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
GiveCorporation payment transactions have various states. They can be
reversed or canceled at any time due to fraud or chargebacks.
GiveCorporation may impose transaction limits at any time.
</Paragraph>
<Heading>13. Payouts and Withdrawals</Heading>
<Paragraph>
<strong>Direct Deposit Account</strong>
<br />
To receive funds, you will be required to provide a standard bank
account with a recognized, U.S.-based financial institution. To enable
your bank account to receive funds disbursements you will be required to
verify your bank account with a voided check and/or bank statement.
GiveCorporation will validate the authenticity of the submitted
documents with the issuing financial institution and/or use third-party
service providers to verify bank account information.
<br />
<br />
Payout availability depends on several factors, such as holidays,
volume, and the risks involved. When you start processing live payments
from your customers with GiveCorporation, you won’t receive your first
payout until a minimum, 7–14 days after receiving your first successful
payment.
<br />
<br />
The first payout usually takes a little longer to establish the security
factors regarding your account. Processing subsequent payouts then
happens according to your desired money transfer scheduling. A merchant
may initiate transfers from their available balance after maintaining
active transaction processing for a minimum of thirty (30) consecutive
days. Eligibility for transfers is further contingent upon the merchant
maintaining an adequate reserve balance, as determined by their assigned
risk classification and estimated monthly gross sales volume. <br />
</Paragraph>
<Paragraph>
<strong>Changing Your Direct Deposit Account</strong>
<br />
To change your direct deposit account you must submit a new bank account
request, following the same procedure as stated above.
</Paragraph>
<Paragraph>
<strong>Funds Disbursement</strong>
<br />
The Bank will disburse funds to the Merchant's bank upon the Merchants
request ad-hoc settlement at any time by ACH transfer. The Merchant may
be 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), GiveCorporation may refund the funds to the
Purchaser or Donor or escheat them pursuant to Section 23 below. Neither
the Bank, GiveCorporation, nor the Purchaser will have any liability to
Merchant for funds so refunded or escheated.
</Paragraph>
<Paragraph>
Settlements to a bank account may be limited or delayed based on your
perceived risk and history with GiveCorporation. If you would like to
request an increase to your settlement limit, please contact
GiveCorporation Support support@givecorporation.com. Upon receiving this
request, GiveCorporation will conduct a review of your account.
GiveCorporation will consider a variety of factors in making this
decision and will make this determination at its sole discretion.
</Paragraph>
<Paragraph>
Should GiveCorporation 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 a governmental entity.
</Paragraph>
<Paragraph>
Furthermore, if GiveCorporation 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 GiveCorporation
or the Bank reasonably believes, in their sole discretion, that the risk
of receiving a chargeback or dispute has passed.
</Paragraph>
<Paragraph>
All settlements to Merchants are subject to review for risk and
compliance purposes and can be delayed or postponed at GiveCorporation’s
sole discretion.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
GiveCorporation will send you your money as soon as possible, upon
request, 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.
</Paragraph>
<Heading>14. Reserve</Heading>
<Paragraph>
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. GiveCorporation
(and/or the Bank) has sole control over any Reserve. You acknowledge and
agree that you have no legal or equitable right, title, or interest in
or to any Reserve, and that you are not entitled to direct the use of,
or to draw or withdraw funds from, any Reserve, which is maintained
solely as security for your obligations under this Agreement.
</Paragraph>
<Paragraph>
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 for higher risk
merchants may also require a higher reserve. The Reserve may be raised,
reduced or removed at any time by GiveCorporation, in its sole
discretion, based on your payment history, a credit review, the amount
of any arbitration award or court judgment against you in
GiveCorporation's favor, or otherwise as GiveCorporation or its
processor or the Bank may determine or require. We may establish,
maintain, and continue any Reserve, including after suspension, closure,
or termination of your Account, for as long as we reasonably determine
is necessary to protect against the risk of liability, including
chargebacks, refunds, returns, disputes, fines, assessments, program
costs, and losses associated with your activity, and for any period
during which such items may still arise under the Card Organization or
Sponsor Bank rules. 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.
</Paragraph>
<Paragraph>
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.
</Paragraph>
<Paragraph>
At no time, for any reason, is your GiveCorporation Merchant account
balance allowed to be negative. If your Account balance becomes
negative, or if you owe any amount to us that is not otherwise
collected, then, without limiting our other rights or remedies and to
the extent permitted by law, a portion of the Reserve equal to the
negative balance or amount owed is automatically deemed to be applied by
us to offset that negative balance or amount, without prior notice to
you, and upon such application those funds become the sole property of
GiveCorporation. You must promptly replenish the Reserve to its required
amount following any such application. Should your account be negative
for greater than a 24 hour period, your ability to process, manage, and
transfer funds may be suspended. An investigation may commence to
determine whether bank fraud has been committed.
</Paragraph>
<Paragraph>
Merchants can transfer funds after 30 days of transaction activity if
they maintain an adequate reserve based on their risk level and sales
volume. If the reserve is insufficient, the transfer is cancelled, funds
are reallocated to meet the reserve requirement, and the merchant can
then transfer the remaining balance. We will release funds held in a
Reserve to you only if, and to the extent that, we are satisfied that
the relevant risk exposure has been mitigated and the associated
obligations have been satisfied or are adequately secured.
</Paragraph>
<Paragraph>
<strong>In Summary</strong>,
</Paragraph>
<Paragraph>
We may require a Reserve to ensure that you can cover chargebacks,
returns, reversals, and other obligations under this Agreement. We hold
and control the Reserve, and we may apply it to any negative balance or
amount you owe, in which case those funds become ours. We may hold the
Reserve until the associated risk has passed. A negative balance may be
considered bank fraud. If your account goes into a negative balance
please contact support@GiveCorporation.com immediately to seek
resolution.
</Paragraph>
<Heading>15. Accounts</Heading>
<Paragraph>
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 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. GiveCorporation has
no ownership or control, and no right, title or interest in any account
in which Merchant funds are held.
</Paragraph>
<Paragraph>
The Bank will hold any funds associated with your Account in an account
separate from any account used for GiveCorporation’s corporate funds.
GiveCorporation 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.
</Paragraph>
<Paragraph>
If your Account is negative for an extended period of time (as defined
by GiveCorporation in its sole discretion), the Bank may close your
Account and we may pursue legal action or other collection efforts.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
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
GiveCorporation own your funds.
</Paragraph>
<Heading>16. Cardholder Data Security</Heading>
<Paragraph>
"Cardholder Data" is information associated with a payment card, such as
account number, expiration date, and CVV2. GiveCorporation is a
validated PCI Level 1 Service Provider and so is qualified to handle
Cardholder Data in connection with the Service. GiveCorporation will
maintain all applicable PCI DSS requirements to the extent
GiveCorporation possesses or otherwise stores, processes, or transmits
cardholder data on your behalf, or to the extent GiveCorporation could
impact the security of your cardholder data environment.
</Paragraph>
<Paragraph>
If you handle, transmit, or store any Cardholder Data in connection with
your use of the GiveCorporation Service or the GiveCorporation 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 GiveCorporation 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.
</Paragraph>
<Paragraph>
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.
</Paragraph>
<Paragraph>
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).
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
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.
</Paragraph>
<Heading>17. Taxes</Heading>
<Paragraph>
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. GiveCorporation 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.
</Paragraph>
<Paragraph>
GiveCorporation or the Bank may have tax reporting responsibilities in
connection with the Service. For example, GiveCorporation 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.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
You are responsible for collecting and paying your taxes, not
GiveCorporation.
</Paragraph>
<Heading>18. Customer Service Provided by Merchants</Heading>
<Paragraph>
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 GiveCorporation. You will cooperate with
GiveCorporation 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.
</Paragraph>
<Paragraph>
<strong>In Summary, </strong>
<br />
You are solely responsible for all customer service issues.
</Paragraph>
<Heading>19. Refunds and Returns Provided by Merchants</Heading>
<Paragraph>
You agree to process returns of, and provide refunds and adjustments for
goods or services through your GiveCorporation 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.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
You're responsible for disclosing your refund policy and providing
refunds for goods or services purchased through GiveCorporation.
</Paragraph>
<Heading>
20. Merchant's Financial Responsibility & Liability for Chargebacks,
Refunds, and Returns
</Heading>
<Paragraph>
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.
</Paragraph>
<Paragraph>
By law, your purchasers (Donors, Customers, etc.) have 180 days to
request refunds and returns from your merchant account. Also, the
banking policy states that your purchasers have 180 days to issue a
chargeback. You are responsible for ensuring that you have monies
available if your Purchaser requests a refund or return or issues a
chargeback.
<br />
<br />
If you have withdrawn the monies from your GiveCorporation merchant
account, GiveCorporation will attempt to recoup the funds from your
connected commercial bank account. If the funds cannot be recouped
within ten business days, you may be held liable for bank fraud.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
You are liable for any chargebacks, refunds, and/or returns resulting in
a negative balance.
<br />
<br />
Please keep a reserve in your GiveCorporation available balance in case
your purchasers want it back. It's their legal right to ask for a
refund. Having a negative balance may be viewed as bank fraud and
instigate a criminal investigation.
</Paragraph>
<Heading>21. How GiveCorporation Handles Chargebacks</Heading>
<Paragraph>
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.
</Paragraph>
<Paragraph>
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.
</Paragraph>
<Paragraph>
If we determine that you are incurring an excessive amount of
Chargebacks, GiveCorporation 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.
</Paragraph>
<Paragraph>
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.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
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.
</Paragraph>
<Heading>22. Our Set-off and Collection Rights</Heading>
<Paragraph>
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.
Without limiting the foregoing, if we or the Bank are unable to collect
any amount you owe under this Agreement, or if your Account balance is
negative or insufficient to pay amounts you owe, then, to the extent
permitted by law, we or the Bank may deduct, recoup, or set off those
amounts from any one or more of the following: (a) any Reserve; (b) any
funds payable by us or the Bank to you; (c) your Account balance; (d)
any bank account or funding source associated with your Account, or any
other Account under your control or its associated funding source; and
(e) any backup or secondary payment instrument you have registered with
us or 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, GiveCorporation 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
GiveCorporation. Such communication may be made by GiveCorporation or by
anyone on its behalf, including but not limited to a third party
collection agent.
</Paragraph>
<Paragraph>
You are responsible for, and will reimburse us for, all fines,
assessments, penalties, loss allocations, and other amounts imposed by
the Card Organizations or the Bank as a function of your action,
inaction, or activity, together with all related losses and costs,
except to the extent finally determined to result from our gross
negligence, fraud, or willful misconduct. We or the Bank may collect any
such amounts through any of the sources described above, including any
Reserve.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
</Paragraph>
<Paragraph>
If you owe us money — including any fines, assessments, or losses
charged to us because of your activity — the Bank may deduct that money
from your incoming payments, from any Reserve, or by debiting your bank
account or credit card on file.
</Paragraph>
<Heading>23. Dormant Accounts</Heading>
<Paragraph>
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.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
If there is no activity in your GiveCorporation Account for a long time,
we will notify you of your options.
</Paragraph>
<Heading>24. Receipts and Account Reconciliation</Heading>
<Paragraph>
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 GiveCorporation 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 GiveCorporation Account. If you believe that there
is an error or unauthorized transaction activity associated with your
GiveCorporation Account, please contact Customer Support immediately.
</Paragraph>
<Paragraph>
If you make a subscription payment, you will receive an email
confirmation with a link that enables you to terminate future payments,
if you wish. Alternatively, if you have an Account, you may log in at
any time to terminate subscription payments.
</Paragraph>
<Paragraph>
We will attempt to correct processing errors that we discover by
instructing the Bank to debit or credit your Account. GiveCorporation
will only correct transactions that are processed incorrectly if and
when you notify us of such an error in a timely fashion.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
You can see your full transaction history by logging into
GiveCorporation 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.
</Paragraph>
<Heading>25. Privacy</Heading>
<Paragraph>
Your privacy is very important to us. By accepting this Agreement, you
confirm that you have read, understood and accepted our{" "}
<a
href="https://www.givecorporation.com/privacy-policy/"
target="_blank"
>
Privacy Policy
</a>
.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
By accepting this Agreement, you agree to GiveCorporation's{" "}
<a
href="https://www.givecorporation.com/privacy-policy/"
target="_blank"
>
Privacy Policy
</a>
.
</Paragraph>
<Heading>26. Service Level Agreement (“SLA”)</Heading>
<Paragraph>
GiveCorporation maintains a Service Level Agreement ("SLA") that defines
the services provided to Merchants, applicable service levels,
performance standards, availability commitments, support expectations,
and security responsibilities. The Platform is designed to achieve an
uptime availability target of 99.9% to 99.99%, excluding scheduled
maintenance, emergency maintenance, force majeure events, and
circumstances beyond GiveCorporation's reasonable control.
</Paragraph>
<Paragraph>
The SLA is made available to Merchants for informational purposes and
forms part of GiveCorporation's operational service commitments.
GiveCorporation may revise the SLA periodically to reflect changes in
services, technology, regulatory requirements, or operational practices.
Any updated version will supersede prior versions and will be made
available to Merchants.
</Paragraph>
<Heading>27. Security</Heading>
<Paragraph>
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 GiveCorporation Security Team
at{" "}
<a href="mailto:security@givecorporation.com" target="_blank">
security@givecorporation.com
</a>{" "}
. You also agree not to disclose the issue until GiveCorporation has
addressed it.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
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.
</Paragraph>
<Heading>28. Termination</Heading>
<Paragraph>
If your GiveCorporation 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 GiveCorporationshall 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.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
You should understand the consequences of termination of your
GiveCorporation Account.
</Paragraph>
<Heading>29. Your Right to Terminate</Heading>
<Paragraph>
You may terminate this Agreement by closing your GiveCorporation Account
at any time. When you close your GiveCorporation Account, any pending
transactions will be canceled. 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 GiveCorporation Account as a means of
evading your payout schedule). If an investigation is pending at the
time you close your GiveCorporation 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.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
If you close your GiveCorporation 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.
</Paragraph>
<Heading>30. Our Right to Terminate</Heading>
<Paragraph>
We may terminate this Agreement and close your GiveCorporation 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
GiveCorporation Account (including the funds in your GiveCorporation
Account) if you (a) have violated the terms of the GiveCorporation'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.
</Paragraph>
<Paragraph>
In addition to the above, we reserve the right to terminate your account
and withhold all funds if you do not respond within 30 days to any
GiveCorporation request for information regarding any of the types of
requests listed below and/or any other request for information in
regards to potential financial risk, security breach or otherwise to
GiveCorporation and/or any of GiveCorporation's affiliated partners.
</Paragraph>
<UList>
<ListElement>KYC (Know Your Customer)</ListElement>
<ListElement>KYB (Know Your Business)</ListElement>
<ListElement>Underwriting</ListElement>
<ListElement>Risk</ListElement>
<ListElement>Compliance</ListElement>
<ListElement>Identity</ListElement>
<ListElement>Security</ListElement>
<ListElement>Fraud</ListElement>
<ListElement>AML (Anti-Money Laundering)</ListElement>
<ListElement>OFAC list</ListElement>
<ListElement>Business/Legal Entity</ListElement>
<ListElement>Owner/Principal Information</ListElement>
<ListElement>Bank Account</ListElement>
<ListElement>IRS/Taxes</ListElement>
<ListElement>Terms</ListElement>
</UList>
<Paragraph>
<strong>In Summary,</strong>
<br />
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. If you do not
respond to a GiveCorporation request within 30 days we may terminate
your account and withhold all funds.
</Paragraph>
<Heading>31. Effect of Termination</Heading>
<Paragraph>
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.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
Termination of this Agreement does not relieve you of any obligations to
pay any amounts that you owe.
</Paragraph>
<Heading>32. Your License</Heading>
<Paragraph>
GiveCorporation 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 GiveCorporation makes these updates
available.
</Paragraph>
<Paragraph>
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
GiveCorporation system using any manual process or robot, spider,
scraper, or other automated means unless you have separately executed a
written agreement with GiveCorporation 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 GiveCorporation; (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.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
GiveCorporation 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.
</Paragraph>
<Heading>33. GiveCorporation's Intellectual Property Rights</Heading>
<Paragraph>
The Service is licensed and not sold. GiveCorporation reserves all
rights not expressly granted to you in this Agreement. The Service is
protected by copyright, trade secret and other intellectual property
laws. GiveCorporation 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
GiveCorporation's trademarks or service marks, nor may you remove,
obscure, or alter any of GiveCorporation's trademarks or service marks
included in the Service.
</Paragraph>
<Paragraph>
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 GiveCorporation 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, GiveCorporation does not waive
any rights to use similar or related ideas previously known to
GiveCorporation, or developed by its employees, or obtained from sources
other than you.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
GiveCorporation owns all intellectual property rights in the Service,
including any comments or ideas submitted by you.
</Paragraph>
<Heading>34. Indemnity</Heading>
<Paragraph>
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.
</Paragraph>
<SubHeading>P2P Indemnity</SubHeading>
<Paragraph>If you are a merchant using Give’s P2P services:</Paragraph>
<Paragraph>
You agree to indemnify and hold Give harmless from losses, fines,
penalties, or assessments arising from excessive chargebacks, fraudulent
activity, or failure to comply with applicable Card Organizations rules,
banking regulations, or legal requirements.
</Paragraph>
<Paragraph>
You further agree to reimburse Give for any amounts imposed on Give by
Card Organizations, payment processors, or regulatory authorities as a
result of your activities.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
You agree to pay if your actions cause someone to make a claim against
us.
</Paragraph>
<Heading>35. Representations and Warranties</Heading>
<Paragraph>
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.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
You promise us that the information you provide is accurate and that you
won't misuse the Service.
</Paragraph>
<Heading>36. Disclaimer of Warranties by GiveCorporation</Heading>
<Paragraph>
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, P2P TRANSFERS, FITNESS FOR A PARTICULAR
PURPOSE, OR NON- INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR
WRITTEN, OBTAINED BY YOU FROM GIVECORPORATION OR THROUGH THE SERVICE
WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING
THE FOREGOING, GIVECORPORATION, 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.
</Paragraph>
<Paragraph>
GIVECORPORATION 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 GIVECORPORATION WILL
NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND
THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
</Paragraph>
<Paragraph>
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.
GIVECORPORATION 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.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
You agree to use the Service at your own risk.
</Paragraph>
<Heading>37. Limitation of Liabilities and Damages</Heading>
<Paragraph>
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
GIVECORPORATION, 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 GIVECORPORATION BE RESPONSIBLE FOR
ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER
UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR GIVECORPORATION
ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IN NO EVENT WILL
GIVECORPORATION 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.
</Paragraph>
<Paragraph>
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GIVECORPORATION, 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 GIVECORPORATION, 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.
</Paragraph>
<Paragraph>
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED
LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR
ANY OTHER BASIS, EVEN IF GIVECORPORATION 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.
</Paragraph>
<Paragraph>
THE SERVICE IS CONTROLLED AND OPERATED FROM FACILITIES IN THE UNITED
STATES. GIVECORPORATION 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.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
There are limitations to our liability. This section is written in all
caps for a reason. Read it thoroughly.
</Paragraph>
<Heading>38. Disputes</Heading>
<Paragraph>
If a dispute of any kind arises, we want to understand and address your
concerns quickly and to your satisfaction. Please contact
GiveCorporation Support with any dispute. If we cannot resolve your
concerns, we agree to an informal and inexpensive dispute resolution
process requiring individual arbitration.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
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.
</Paragraph>
<Heading>39. Binding Individual Arbitration</Heading>
<Paragraph>
You and GiveCorporation 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
GiveCorporation, 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, GiveCorporation
advertising, and any use of GiveCorporation 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 GiveCorporation may choose to pursue a claim in court
and not by arbitration if you fail to timely pay amounts due.
GiveCorporation 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.
</Paragraph>
<Paragraph>
In the event that you or GiveCorporation are not able to resolve a
Dispute with American Express, or a claim against GiveCorporation or any
other entity that American Express has a right to join, Exhibit B (B-4)
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 AN 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 GIVECORPORATION. 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 Maricopa
County, Arizona. You or GiveCorporation may elect to have the
arbitration conducted by telephone or based solely on written
submissions, which election shall be binding on you and GiveCorporation
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 GiveCorporation, 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. GiveCorporation will reimburse
costs for claims totaling less than $75,000 unless the arbitrator
determines the claims are frivolous. Likewise, GiveCorporation 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 GiveCorporation for all fees
associated with the arbitration paid by GiveCorporation 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
GiveCorporation 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 Maricopa, Arizona, or federal
court for the District of Arizona.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
You and GiveCorporation agree to arbitrate all Disputes rather than
resolve them in court.
</Paragraph>
<Heading>40. Governing Law</Heading>
<Paragraph>
This Agreement and any Dispute will be governed by Arizona law and/or
applicable federal law (including the Federal Arbitration Act) as
applied to agreements entered into and to be performed entirely within
Arizona, without regard to its choice of law or conflicts of law
principles that would require application of law of a different
jurisdiction.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
This Agreement and any Dispute will be governed by Arizona law and/or
applicable federal law.
</Paragraph>
<Heading>41. Limitation on Time to Initiate a Dispute</Heading>
<Paragraph>
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.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
You've got a full year to commence a dispute.
</Paragraph>
<Heading>42. Assignment</Heading>
<Paragraph>
This Agreement, and any rights and licenses granted hereunder, may not
be transferred or assigned by you, but may be assigned by
GiveCorporation without restriction.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
This Agreement may only be transferred by GiveCorporation, not you.
</Paragraph>
<Heading>43. Third Party Services and Links to Other Websites</Heading>
<Paragraph>
You may be offered services, products and promotions provided by third
parties and not by GiveCorporation. 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
GiveCorporation 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 GiveCorporation. 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. GiveCorporation 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.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
You agree that GiveCorporation is not responsible for services or
websites provided by others.
</Paragraph>
<Heading>44. Amendment of Agreement</Heading>
<Paragraph>
We have the right to amend, modify, or update this Agreement, including
any schedules, addenda, or incorporated policies, or impose conditions
on any feature or aspect of the software or Service, at any time. Any
such amendment, modification, or update will be effective upon the
earlier of (a) our posting of the revised Agreement on our website, or
(b) delivery of notice to you via email or other electronic means. We
will provide you with reasonable advance notice (no less than 15 days,
unless a shorter period is required by applicable law, Card Network
rules, or for security/compliance reasons) of any material changes. Your
continued submission of transactions, use of the Services, or failure to
terminate this Agreement before the effective date of such changes
constitutes your acceptance of the revised Agreement. For the purposes
of this Section 43, a written instrument shall mean a document that
includes the updated terms and is signed by both parties. If you do not
agree to any change, you may terminate this Agreement without penalty by
providing written notice before the effective date of the amendment.
</Paragraph>
<Paragraph>
Notwithstanding the foregoing, changes that materially increase your
fees, expand your indemnification obligations, or modify dispute
resolution provisions will not be binding on you unless you expressly
consent in writing or electronically (e.g., by e-signature or
click-to-accept). We will send a formal notification of any changes
along with a request to review and sign the revised Agreement.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
GiveCorporation has the right to change this Agreement or the Service at
any time.
</Paragraph>
<Heading>45. Other Provisions</Heading>
<Paragraph>
Except as expressly provided in this Agreement, these terms are a
complete statement of the agreement between you and GiveCorporation, and
they describe the entire liability of GiveCorporation 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 GiveCorporation 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 GiveCorporation may have under trade secret, copyright, patent or
other laws. GiveCorporation’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.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
This Agreement is a complete statement of the agreement between you and
GiveCorporation.
</Paragraph>
<Heading>46. Survival</Heading>
<Paragraph>
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.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
Upon termination of this Agreement, certain sections of it will remain
in effect.
</Paragraph>
<Heading>47. Merchant Processing Responsibility</Heading>
<Paragraph>
When applying for a merchant account, you are assuming the risk and
responsibility of managing the funds you receive from processing credit
cards, debit cards, checks, P2P. cryptocurrency and any other financial
transaction, as well as maintaining a reasonable reserve to cover the
possibilities of chargebacks, refunds, and/or returns. Government
agencies deem handling funds a privilege and will not hesitate to
prosecute you should you or your purchasers commit fraudulent activity.
<br />
<br />
GiveCorporation is a technology provider; you are the Merchant on record
and ultimately responsible for any activity involving your merchant
account. Abuse of your account could have lifetime ramifications.
<br />
<br />
To protect the organizations and businesses that rely on
GiveCorporation, any violations of these terms and services will be
prosecuted to the fullest extent of the law.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
You agree to follow all policies laid before you in these Terms and
Services. You are agreeing that violating any terms will result in
actionable punishments.
</Paragraph>
<Heading>48. Beneficial Ownership Attestation</Heading>
<Paragraph>
By approving this application as the individual who is opening an
account on behalf of a business/organization I hereby attest the
ownership and controlling information provided is complete and accurate
to the best of my knowledge. The authorized individual(s) or the
business/organization agrees to notify GiveCorporation of any changes to
the information.
</Paragraph>
<Heading>49. PCI Compliance</Heading>
<Paragraph>
By checking the checkbox, you confirm that your business adheres to the
Payment Card Industry Data Security Standard (PCI DSS) requirements and
is PCI compliant. If you are unsure, complete the Self-Assessment
Questionnaire A and Attestation of Compliance at{" "}
<a href={SELF_ASSESSMENT_ATTESTATION_OF_COMPLIANCE_URL} target="_blank">
{SELF_ASSESSMENT_ATTESTATION_OF_COMPLIANCE_URL}
</a>{" "}
to ensure your business meets the PCI DSS standards.
</Paragraph>
<Heading>50. Contacting GiveCorporation</Heading>
<Paragraph>
If you have questions or concerns regarding this agreement, you may
email us at{" "}
<a href="mailto:legal@givecorporation.com" target="_blank">
legal@givecorporation.com
</a>
.
</Paragraph>
<Paragraph>You can also write to us at:</Paragraph>
<Paragraph>
GiveCorporation
<br />
<AddressSpan>{giveCorpAddress.line1}</AddressSpan>
<br />
<AddressSpan>{giveCorpAddress.line2}</AddressSpan>
<br />
</Paragraph>
<Heading>51. Merchant Attestation</Heading>
<Paragraph>
By signing this Agreement, you are attesting that your business follows
and strictly adheres to all applicable Federal, State, and Local laws
that govern your business, as well as any associated Card Brand Rule or
Regulation.
</Paragraph>
<Paragraph>
In addition to standard merchant account documentation, a copy of all
licenses, certifications, etc. related to your business activity may be
requested as a condition of approval.
</Paragraph>
<Heading>Exhibits — Overview and Order of Precedence</Heading>
<Paragraph>
The following Exhibits form part of this Agreement. They contain terms
required by the Card Organizations, the Acquirer, and the Sponsor Bank
that supplement the body of this Agreement, together with additional
terms applicable to specific services. Capitalized terms used in an
Exhibit have the meanings given in this Agreement or in that Exhibit.
</Paragraph>
<Paragraph>
To the extent of any conflict or inconsistency among the documents that
make up this Agreement, the following order of precedence applies: (1)
the Operating Regulations and the rules of the applicable Card
Organization; (2) the applicable Card Organization, Acquirer, or Sponsor
Bank required Exhibit (Exhibit A and Exhibit B), to the extent those
terms are required by the Card Organization, Acquirer, or Sponsor Bank;
(3) the body of this Agreement; and (4) with respect to Fees, the Fee
Schedule (Exhibit D). No provision of an Exhibit limits any right or
remedy of GiveCorporation, the Acquirer, or the Sponsor Bank under any
other part of this Agreement, except to the extent required by the
applicable Card Organization rules.
</Paragraph>
<UList>
<ListElement>
Exhibit A — Sponsor Bank (Acquirer) Sub-Merchant Agreement
</ListElement>
<ListElement>Exhibit B — American Express Requirements</ListElement>
<ListElement>Exhibit C — Peer-to-Peer (P2P) Agreement</ListElement>
<ListElement>Exhibit D — Fee Schedule</ListElement>
</UList>
<Heading>
Exhibit A: Sponsor Bank (Acquirer) Sub-Merchant Agreement
</Heading>
<Paragraph>
This Merchant Services Agreement for Sub-Merchants ("Merchant
Agreement") is made among Sponsors, their designated Sponsor Banks
(collectively "Acquirer") and the "User" as defined in, and in
connection with, the Terms of Service between GiveCorporation, Inc. and
the User (herein referred to as "Sub-merchant"). Capitalized terms not
otherwise defined herein have the respective meanings given them in the
GiveCorporation Terms of Service.
</Paragraph>
<Paragraph>
Acquirer will provide Sub- merchant with certain payment and peer to
peer processing (the "Services") in accordance with the terms of this
Merchant Agreement.
</Paragraph>
<Paragraph>
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.
</Paragraph>
<Paragraph>
In addition, if Sub-merchant meets certain requirements under the
Operation Regulations or an Association or the Operating Regulations
otherwise required, Sub-merchant may be required to enter into a direct
relationship with an entity that is a member of the Associations.
</Paragraph>
<Paragraph>
By agreeing to the GiveCorporation 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 GiveCorporation to obtain certain processing services
and that GiveCorporation may have agreed to be responsible to
Sub-merchant for all or part of Sub-merchant's obligations contained
herein.
</Paragraph>
<Paragraph>
NOW, THEREFORE, in consideration of the foregoing recitals and of the
mutual promises contained herein, the parties agree as follows:
</Paragraph>
<Paragraph>1. Certain Sub-merchant Responsibilities.</Paragraph>
<Paragraph>
Sub-merchant agrees to comply, and to cause third parties acting as Sub-
merchant's agent ("Agents") to comply, with the Associations' and other
Card Organizations' 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 Card Organizations (collectively, "Operating
Regulations").
</Paragraph>
<Paragraph>
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/.
</Paragraph>
<Paragraph>
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.
</Paragraph>
<Paragraph>
If so indicated in the GiveCorporation 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.
</Paragraph>
<Paragraph>
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.
</Paragraph>
<Paragraph>
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.
</Paragraph>
<Paragraph>
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).
</Paragraph>
<Paragraph>
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;
</Paragraph>
<Paragraph>
and the maximum transaction amount does not differentiate between
MasterCard, Visa, or any other acceptance brand.
</Paragraph>
<Paragraph>2. Sub-merchant Prohibitions.</Paragraph>
<Paragraph>
Sub-merchant must not i) require a cardholder to complete a postcard or
similar device that includes the cardholder's account number, carcharged
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.
</Paragraph>
<Paragraph>
issuer to collect or refinance an existing debt, viii) accept a card to
collect or refinance an existing debt that has been deemed
uncollectible, 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.
</Paragraph>
<Paragraph>
Neither Sub-merchant nor its Agent shall retain or store magnetic-stripe
data subsequent to the authorization of a sales transaction.
</Paragraph>
<Paragraph>
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.
</Paragraph>
<Paragraph>
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 the amount of settlement
shall be between GiveCorporation and Sub-merchant.
</Paragraph>
<Paragraph>
Any dispute regarding the receipt of settlement shall be between
Acquirer and Sub-merchant. Acquirer will debit the GiveCorporation
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.
</Paragraph>
<Paragraph>
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 GiveCorporation reserve account.
</Paragraph>
<Paragraph>
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
GiveCorporation's Terms of Service with Sub-merchant.
</Paragraph>
<Paragraph>
Notwithstanding the foregoing, Acquirer may immediately cease providing
Services and/or terminate this Agreement without notice if (i)
Sub-merchant or GiveCorporation fails to pay any amount to Acquirer when
due, (ii) in Acquirer's opinion, provision of a service to Sub-merchant
or GiveCorporation 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 GiveCorporation
terminates, (vi) any Association deregisters GiveCorporation, (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.
</Paragraph>
<Paragraph>
5. Limits of Liability. Sub-merchant agrees to provide Acquirer, via a
communication with GiveCorporation, 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.
</Paragraph>
<Paragraph>
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.
</Paragraph>
<Paragraph>
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 GiveCorporation 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.
</Paragraph>
<Paragraph>
Sub-merchant acknowledges Acquirer is only providing this Agreement to
assist in GiveCorporation's processing relationship with Sub-merchant,
that Acquirer is not liable for any action or failure to act by
GiveCorporation, and that Acquirer shall have no liability whatsoever in
connection with any products or services provided to Sub-merchant by
GiveCorporation.
</Paragraph>
<Paragraph>
If GiveCorporation 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.
</Paragraph>
<Paragraph>
If GiveCorporation subsequently provides its services to Sub-merchant in
connection with this Agreement, Acquirer will cease to provide such
services after receipt of notice from GiveCorporation and this Agreement
will govern Acquirer's relationship with Sub- merchant.
</Paragraph>
<Paragraph>
6. Processing and Distributing Money a. We may post information about
Participating Nonprofits (NPOs)—which may include NPOs Name, Logo and
Mission Statement—on the GiveCorporation.com, all GiveCorporation
related social media and on other websites and services with which we
may partner for purposes of soliciting money for your NPO.
</Paragraph>
<Paragraph>
GiveCorporation Users and users of other affiliated websites and
services will have access to that information through our Services as
well as through the websites and services with which we partner. b. You
acknowledge that we make no promise that you will receive any money as a
result of your status as a Participating Nonprofit. c.
</Paragraph>
<Paragraph>
Money processed and distributed made under this Agreement will be made
into your GiveCorporation Confirmed Nonprofit Merchant Account
identified in your Nonprofit Payment Profile. You agree to take any
actions necessary to authorize us to make such transfers to you, and you
will not hold us liable if you provide us with inaccurate or incomplete
information about your bank account.
</Paragraph>
<Paragraph>
Any distribution we may make to you is subject to our obligations to
Customers, Donors, and our Money Delivery Policy regarding timing of
delivery and expenses. d. Customers and Donors make their donations
to/through GiveCorporation, which we then distribute to Participating
Nonprofits. We make money distributions to approved Participating
Nonprofits that are selected by Customers and Donors.
</Paragraph>
<Paragraph>
As a result, any money your organization receives pursuant to this
Agreement are ultimately made by GiveCorporation not by Customers and
Donors. GiveCorporation retains exclusive legal control over all monies
received by it from Customers and Donors. e. Pursuant to our Privacy
Policy, GiveCorporation may disclose to you information about Customers
and Donors, including name and contact information.
</Paragraph>
<Paragraph>
You agree that GiveCorporation discloses this information to you only
for the purpose of enabling you to acknowledge sales and donations, to
resolve any issues with sales and donations, and to provide a reasonable
amount of information about your charitable work. You become the data
controller of the Customer and Donor’s personal information that we
provide to you for this limited purpose.
</Paragraph>
<Paragraph>
You must not use the Customer and Donor’s personal information for any
other purpose without the Customer and Donor’s further consent,
including but not limited to for marketing purposes. You agree you will
obtain consent from Customer and Donors to use the information we
provide to you for any purpose beyond what is contained in this clause.
f.
</Paragraph>
<Paragraph>
We reserve the right not to distribute a donation to you (even if you
are selected by a Customer or Donor for a particular donation), if: (i)
we are unable to deliver it (e.g., if the GiveCorporation account and/or
contact information in your Nonprofit Profile is invalid); (ii) at any
time you are in breach of this Agreement; (iii) you cease to have status
as a Tax-Deductible Organization, Charitable Organization, Private
Foundation, or Public Charity;
</Paragraph>
<Paragraph>
(iv) doing so would cause us to be out of compliance with applicable
laws; (v) doing so would bring us into disrepute; or (vi) you otherwise
cease to qualify as a Participating Nonprofit in good standing;
</Paragraph>
<Paragraph>
(vii) you do not request a WITHDRAW, BILL PAY or MONEY TRANSFER within a
9 Month period in which case monies will be either a) refunded to the
customer or donor and/or b) redistributed to another a Tax-Deductible
Organization, Charitable Organization, Private Foundation, or Public
Charity at the discretion of GiveCorporation.
</Paragraph>
<Paragraph>
In any such case, we reserve the right to redirect any donation to
another entity, or to use or dispense with the donation in any manner
consistent with our policies and charitable purposes.
</Paragraph>
<Paragraph>
7. Miscellaneous. This Agreement is entered into, governed by, and
construed pursuant to the laws of the State of Delaware 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 insure to the benefit of the parties
hereto and their respective successors, transferees and assignees.
</Paragraph>
<Paragraph>
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.
</Paragraph>
<Paragraph>
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. "Sponsor 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.
</Paragraph>
<Paragraph>
The Sponsor Bank is a party to this Agreement. The Sponsor Bank may be
changed, and its rights and obligations assigned to another party by
Acquirer at any time without notice to Sub-merchant.
</Paragraph>
<Paragraph>
A-2: Additional Sub-Merchant Covenants (Operating Regulations)
</Paragraph>
<Paragraph>
Sub-merchant acknowledges and agrees it is responsible for its
employees’ actions, and that Sub-merchant will comply with all
applicable laws and regulations and all applicable parts of the
Operating Regulations, including the ownership and use of Association
Marks. In the event of any conflict between the Provider Merchant
Agreement, and the Operating Regulations, the Operating Regulations will
control.
</Paragraph>
<Paragraph>
Sub-merchant to notify payment facilitator of any 3rd party that will
have access to cardholder data, and must require Sub-merchant and its
suppliers and agents to comply with the provisions of the Cardholder
Information Security Program (CISP) and PCI DSS, or other security
program as required by an Association, and have the ability to
demonstrate this compliance.
</Paragraph>
<Paragraph>
An authorized Association to audit or direct the audit of a Sub-
merchant at any time, and the right of an Association to limit or
terminate an agreement with a Sub-merchant. Sub-merchant must not submit
any transaction that was previously charged back to the Acquirer and
subsequently returned to the Sub-merchant, irrespective of Cardholder
approval. Sub-merchant may pursue payment from the customer outside the
system.
</Paragraph>
<Paragraph>
Sub-merchant must not knowingly submit, and payment facilitator must not
knowingly accept from a Sub- merchant for submission into the payment
system, any transaction that is illegal or that the Sub-merchant should
have known was illegal. Such transactions must be legal in both
Cardholder’s and Sub-merchant’s jurisdiction. Sub-merchant must not
submit a transaction that it knows, or should have known is either
fraudulent or not authorized by the Cardholder.
</Paragraph>
<Paragraph>
Sub-merchant must not 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.
</Paragraph>
<Paragraph>
Sub-merchant may not request a Card Verification Value2(“CVV2”) for a
card-present transaction, nor retain or store any portion of the
magnetic-stripe data subsequent to the authorization of a sales
transaction, nor any other data prohibited by the Operating Regulations
and/or the Payment Facilitator Agreement between Processor and Provider,
including CVV2.
</Paragraph>
<Paragraph>
Sub-merchant must not add a surcharge to transactions, except as
expressly permitted by, and in full compliance with, the Operating
Regulations. Sub-merchant may set a minimum transaction amount to accept
a Card that provides access to a credit account, under the following
conditions: The minimum transaction amount does not differentiate
between Issuers; and The minimum transaction amount does not
differentiate between Mastercard and another acceptance brand;
</Paragraph>
<Paragraph>
and The minimum transaction amount does not exceed USD10 (or any higher
amount established by the Federal Reserve by regulation) Sub-merchant
may set a maximum transaction amount to accept a Card that provides
access to a credit account, under the following conditions: The Merchant
is a department, agency or instrumentality of the U.S. Government; or
The Merchant is a corporation owned or controlled by the U.S.
Government;
</Paragraph>
<Paragraph>
or The Merchant whose primary business is reflected by one of the
following MCCs: MCC 8220 – Colleges, Universities, Professional Schools,
Junior Colleges; or MCC 8244 – Schools, Business and Secretarial; or MCC
8249 – Schools, Trade and Vocational; and The maximum transaction amount
does not differentiate between Issuers; and The maximum Transaction
amount does not differentiate between Mastercard and another acceptance
brand.
</Paragraph>
<Paragraph>
Sub-merchant must not disburse funds in the form of cash unless:
Sub-merchant is participating in full compliance with a program
supported by an Association for such cash disbursements. Sub-merchant is
dispensing funds in the form of travelers cheques, TravelMoney, or
similarly authorized cards, or foreign currency.
</Paragraph>
<Paragraph>
In this case, the transaction amount is limited to the value of the
travelers cheques, TravelMoney, or similarly authorized Card, or foreign
currency, plus any commission or fee properly charged by Sub-merchant.
Sub-merchant must not disburse funds in the form of travelers cheques if
the sole purpose is to allow the Cardholder to make a cash purchase of
goods or services from that Sub-merchant.
</Paragraph>
<Paragraph>
Sub-merchant must not submit a transaction that does not result from an
act between the Cardholder and the Sub-merchant. Sub-merchant must not
accept a Card issued by a U.S. Issuer, to collect or refinance an
existing debt, unless expressly authorized by, and in compliance with,
Operating Regulations. A Sub-merchant must not accept a Card to collect
or refinance an existing debit that has been deemed uncollectable by the
Sub-merchant providing the associated goods or services.
</Paragraph>
<Paragraph>
Sub-merchant must not submit a transaction that represents collection of
a previous Card charge. Sub-merchant must not submit a transaction that
represents collection of a dishonored check. Sub-merchant must not
request or use a Card account number for any purpose other than as
payment for its goods or services. Sub-merchant must not add any tax to
transactions, unless applicable law expressly requires that a Sub-
merchant be permitted to impose a tax.
</Paragraph>
<Paragraph>
Any tax amount, if allowed, must be included in the transaction amount
and not collected separately.
</Paragraph>
<Heading>Exhibit B: American Express Requirements</Heading>
<SubHeading>B-1: Card Acceptance and Brand Requirements</SubHeading>
<Paragraph>
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.
</Paragraph>
<Paragraph>
"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.
</Paragraph>
<Paragraph>
"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.
</Paragraph>
<Paragraph>
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.
</Paragraph>
<Paragraph>3. Treatment of the American Express Brand.</Paragraph>
<Paragraph>
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).
</Paragraph>
<Paragraph>4. Treatment of the American Express Brand (US).</Paragraph>
<Paragraph>
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.
</Paragraph>
<Paragraph>
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".
</Paragraph>
<Paragraph>
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.
</Paragraph>
<Paragraph>
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.
</Paragraph>
<Paragraph>
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.
</Paragraph>
<Paragraph>
7. In addition to the above Sub Merchant agrees to the following:
Sub-merchant must comply with, and accept Cards in accordance with, the
terms of its Provider Merchant Agreement and the American Express
Merchant Operating Guide, as such terms may be amended from time to
time. Acknowledgment that the American Express Merchant Operating Guide
is incorporated by reference into the Provider Merchant Agreement.
</Paragraph>
<Paragraph>
(available here:
https://icm.aexp-static.com/content/dam/gms/en_us/optblue/us-mog.pdf).
Sub-merchant expressly authorizes payment facilitator to submit
transactions to, and receive settlement from, American Express on behalf
of the Sub-merchant. Express disclosures and consents necessary for (i)
Payment facilitator to collect and disclose Transaction Data, Sub-
merchant Data, and other information about the Sub-merchant to American
Express;
</Paragraph>
<Paragraph>
and (ii) American Express to use such information to perform its
responsibilities in connection with the Program, promote the American
Express Network, perform analytics and create reports, and for any other
lawful business purposes, including commercial marketing communication
purposes within the parameters of the Program Agreement, and important
transactional or relationship communications from American Express.
</Paragraph>
<Paragraph>
You acknowledge as Sub-merchant that it may be converted from the
Program to a direct Card acceptance relationship with American Express
if and when it becomes a High CV Merchant in accordance with Section
10.5, "High CV Merchant Conversions". Upon conversion, (i) you as the
Sub-merchant will be bound by American Express' then-current Card
Acceptance Agreement; and (ii) American Express will set pricing and
other fees payable by the Sub-merchant for Card acceptance.
</Paragraph>
<Paragraph>
American Express may use the information obtained in the Sub-merchant
application at the time of setup to screen, communicate, and/or monitor
Sub-merchant in connection with Card marketing and administrative
purposes.
</Paragraph>
<Paragraph>
Sub-merchant shall not assign to any third party any payments due to it
under their respective Provider Merchant Agreement, and all indebtedness
arising from Charges will be for bona fide sales of goods and services
(or both) at its Establishments and free of liens, claims, and
encumbrances other than ordinary sales taxes;
</Paragraph>
<Paragraph>
provided, however, that the Sub-merchant may sell and assign future
Transaction receivables to payment facilitator, its affiliated entities
and/ or any other cash advance funding source that partners with payment
facilitator or its affiliated entities, without consent of American
Express.
</Paragraph>
<Paragraph>
A third-party beneficiary provision, conferring on American Express
third-party beneficiary rights, but not obligations, to the Provider
Merchant Agreement that will fully provide American Express with the
ability to enforce the terms of the Provider Merchant Agreement against
the Sub-merchant. Sub-merchant to opt out of accepting Cards at any time
without directly or indirectly affecting its rights to accept Other
Payment Products.
</Paragraph>
<Paragraph>
GiveCorporation as a payment facilitator has the right to terminate
Sub-merchant's right to accept Cards if it breaches any of the
provisions in this Section or the American Express Merchant Operating
Guide. GiveCorporation as a payment facilitator has the right to
immediately terminate Sub-merchant for cause or fraudulent or other
activity, or upon American Express' request.
</Paragraph>
<Paragraph>
Sub-merchant's refund policies for purchases on the Card must be at
least as favorable as its refund policy for purchases on any Other
Payment Products, and the refund policy be disclosed to Cardmembers at
the time of purchase and in compliance with Applicable Law.
</Paragraph>
<Paragraph>
Sub-Merchant prohibition against billing or collecting from any
Cardmember for any purchase or payment on the Card unless Chargeback has
been exercised, the Sub-merchant has fully paid for such Charge, and it
otherwise has the right to do so. Sub-merchants are responsible for
being aware of and adhering to privacy and data protection laws and
provide specific and adequate disclosures to Cardmembers of collection,
use, and processing of personal data.
</Paragraph>
<Paragraph>
Sub Merchant has the following requirements: Comply with all Applicable
Laws, rules and regulations relating to the conduct of the
Sub-merchant's business. Comply with the DSR and PCI DSS, each as
described in Chapter 15, "Data Security". Must report all instances of a
Data Incident immediately to the payment facilitator after discovery of
the incident.
</Paragraph>
<Paragraph>
Cease all use of, and remove American Express Licensed Marks from the
Sub-merchant's website and wherever else they are displayed upon
termination of the Provider Merchant Agreement or a Sub-merchant's
participation in the Program. Ensure data quality and that Transaction
Data and customer information is processed promptly, accurately and
completely, and complies with the American Express Technical
Specifications.
</Paragraph>
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<RHFCheckbox
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dataTestId="amex-checkbox-tos"
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</Paragraph>
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<Paragraph>
Note that you may continue to receive marketing communications while
American Express updates its records to reflect your choice. Opting out
of commercial marketing communications will not preclude you from
receiving important transactional or relationship messages from American
Express.
</Paragraph>
<SubHeading>B-2: Merchant Agreement Requirements</SubHeading>
<Paragraph>
This Agreement (hereinafter referred to as the "Agreement") is entered
into by and between Processor (hereinafter referred to as
"Participant"), GiveCorporation (hereinafter referred to as "PayFac"),
and each individual Program Merchant (hereinafter collectively referred
to as "Program Merchants" or individually as "Program Merchant").
</Paragraph>
<Paragraph>
A. Participant and its PayFac must enter into a Merchant Agreement
directly with each of its Program Merchants and must ensure each Program
Merchant's compliance with the provisions of the Merchant Agreements,
including suspending, canceling, or disentitling a Program Merchant of
Card acceptance if it has breached any of those provisions therein. Each
Merchant Agreement must meet the requirements and must be executed prior
to the provision of payment services to a Program Merchant.
</Paragraph>
<Paragraph>
B. The form, content, and appearance of the Merchant Agreement are at
the discretion of the Participant, except as specified below. Each
Merchant Agreement must (i) be duly executed by an authorized
representative who has authority to bind the Program Merchant, (ii) be
consistent with the American Express Brand and comply with all
Applicable Laws, and (iii) include the following provisions:
</Paragraph>
<Paragraph>
1. A legally enforceable agreement from the Program Merchant to comply
with, and accept Cards in accordance with, the terms of its Merchant
Agreement and the American Express Merchant Operating Guide, as such
terms may be amended from time to time.
</Paragraph>
<Paragraph>
2. An explanation of and a link to the American Express Merchant
Operating Guide confirming that the American Express Merchant Operating
Guide is incorporated by reference into the Merchant Agreement.
</Paragraph>
<Paragraph>
3. The Participant, GiveCorporation (PayFac), and each Program Merchant
authorize Sponsor Bank to receive and transmit Settlement Funds on their
behalf. Sponsor Bank shall receive settlement funds from American
Express via wire transfer to its clearing account and subsequently move
the funds intrabank to the FBO settlement account. This process follows
the settlement and transaction processing steps as outlined in this
Agreement.
</Paragraph>
<Paragraph>
4. Express disclosures and consents necessary for (i) Participant to
collect and disclose Transaction Data, Merchant Data, and other
information about the Program Merchant to American Express; and (ii)
American Express to use such information to perform its responsibilities
in connection with the Program, promote the American Express Network,
perform analytics and create reports, and for any other lawful business
purposes, including commercial marketing communications purposes within
the parameters of the Program Agreement, and important transactional or
relationship communications from American Express.
</Paragraph>
<Paragraph>
5. A provision to ensure data quality and that Transaction Data and
customer information is processed promptly, accurately and completely,
and complies with the American Express Technical Specifications.
</Paragraph>
<Paragraph>
6. A marketing opt-out mechanism and/or process for Program. A marketing
opt-out mechanism should contain a clear disclosure to Program Merchants
that opting-out of marketing messages will not preclude them from
receiving important transactional or relationship communications from
American Express. As guidance, Participant may refer to the sample
language provided below for an illustrative example of acceptable
formatting for a marketing opt-out mechanism.
</Paragraph>
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<RHFCheckbox
disabledStyles={{ stroke: palette.neutral[40], strokeWidth: 1.6 }}
name={"expressCheckbox"}
dataTestId="express-checkbox-tos"
label="By checking this box, you are opting out of receiving future commercial marketing communications from American Express."
disabled={true}
/>
</Paragraph>
)}
<Paragraph>
Note that you may continue to receive marketing communications while
American Express updates its records to reflect your choice. Opting out
of commercial marketing communications will not preclude you from
receiving important transactional or relationship messages from American
Express.
</Paragraph>
<Paragraph>
7. An express disclosure to Program Merchant that American Express may
use the information obtained in the Program Merchant application at the
time of setup to screen and/or monitor Program Merchant in connection
with Card marketing and administrative purposes.
</Paragraph>
<Paragraph>
8. An acknowledgment from the Program Merchant that it may be converted
from the Program to a direct Card acceptance relationship with American
Express if and when it becomes a High CV Merchant in accordance. This
acknowledgment must include express agreement that, upon conversion, (i)
the Program Merchant will be bound by American Express' then-current
Card Acceptance Agreement; and (ii) American Express will set pricing
and other fees payable by the Program Merchant for Card acceptance.
</Paragraph>
<Paragraph>
9. An express agreement that the Program Merchant shall not assign to
any third party any payments due to it under their respective Merchant
Agreements, and all indebtedness arising from Charges will be for bona
fide sales of goods and services (or both) at its Establishments and
free of liens, claims, and encumbrances other than ordinary sales taxes;
</Paragraph>
<Paragraph>
provided, however, that the Program Merchant may sell and assign future
Transaction receivables to Participant, its affiliated entities and/or
any other cash advance funding source that partners with Participant or
its affiliated entities, without consent of American Express.
</Paragraph>
<Paragraph>
10. A third-party beneficiary provision, conferring on American Express
third-party beneficiary rights, but not obligations, to the Merchant
Agreement that will fully provide American Express with the ability to
enforce the terms of the Merchant Agreement against the Program
Merchant.
</Paragraph>
<Paragraph>
11. An express option for the Program Merchant to opt out of accepting
Cards at any time without penalty and without directly or indirectly
affecting its rights to accept Other Payment Products.
</Paragraph>
<Paragraph>
12. A right for Participant to terminate the Program Merchant's right to
accept Cards if it breaches any of the provisions or the American
Express Merchant Operating Guide.
</Paragraph>
<Paragraph>
13. A requirement that Participant has the right to immediately
terminate a Program Merchant for cause or fraudulent or other activity,
or upon American Express' request.
</Paragraph>
<Paragraph>
14. A requirement that Program Merchant's refund policies for purchases
on the Card must be at least as favorable as its refund policy for
purchases on any Other Payment Products, and the refund policy be
disclosed to Cardmembers at the time of purchase and in compliance with
Applicable Law.
</Paragraph>
<Paragraph>
15. A prohibition against billing or collecting from any Cardmember for
any purchase or payment on the Card unless Chargeback has been
exercised, the Program Merchant has fully paid for such Charge, and it
otherwise has the right to do so.
</Paragraph>
<Paragraph>
16. A requirement to comply with all Applicable Laws, rules and
regulations relating to the conduct of the Program Merchant's business.
</Paragraph>
<Paragraph>
17. A requirement that Program Merchant must comply with the American
Express Data Security Requirements (DSR) and Payment Card Industry Data
Security Standard (PCI DSS).
</Paragraph>
<Paragraph>
18. A requirement that Program Merchant must report all instances of a
Data Incident immediately to Participant after discovery of the
incident.
</Paragraph>
<Paragraph>
19. A requirement to cease all use of, and remove American Express
Licensed Marks from the Program Merchant's website and wherever else
they are displayed upon termination of the Merchant Agreement or a
Program Merchant's participation in the Program.
</Paragraph>
<Paragraph>
20. A requirement that Program Merchants are responsible for being aware
of and adhering to privacy and data protection laws and provide specific
and adequate disclosures to Cardmembers of collection, use, and
processing of personal data.
</Paragraph>
<Paragraph>
a. In addition to providing American Express with copies of
Participant's standard Merchant Agreement in accordance with these
Operating Regulations, Participant must keep on file and provide to
American Express, upon request, copies of its executed Merchant
Agreements with Program Merchants in accordance with the records
retention requirements. b. American Express Merchant Operating Guide i.
</Paragraph>
<Paragraph>
The American Express Merchant Operating Guide sets forth the policies
and procedures governing Program Merchants' acceptance of the Card.
Participant shall ensure that Participant's personnel interacting with
Program Merchants are fully familiar with the American Express Merchant
Operating Guide and that the American Express Merchant Operating Guide
is incorporated by reference into the Merchant Agreement. ii.
</Paragraph>
<Paragraph>
Participant is responsible for its Program Merchants' and their
respective Establishments' compliance with and performance of all
provisions of the American Express Merchant Operating Guide, available
from American Express online at www.americanexpress.com/merchantopguide.
iii. Participant must provide Program Merchants with the aforementioned
URL in order for Program Merchants to access the American Express
Merchant Operating Guide.
</Paragraph>
<Paragraph>
The method of disclosing the URL to Program Merchants must be in the
same manner as provided with the Other Payment Products (e.g., URL
embedded in the Merchant Agreement). Participant is jointly and
severally liable with each Program Merchant for any Program Merchant's
non- compliance or non-performance of the provisions of the American
Express Merchant Operating Guide. iv.
</Paragraph>
<Paragraph>
American Express reserves the right to make changes to the American
Express Merchant Operating Guide in scheduled changes and at any time in
unscheduled changes.
</Paragraph>
<Paragraph>
The American Express Merchant Operating Guide and releases of scheduled
changes (sometimes called "Notification of Changes" in American Express
materials) therein are made available only in electronic form, existing
at the website specified in the definition of "Merchant Operating Guide"
in the American Express Merchant Operating Guide or its successor
website. c. Card Acceptance Verification i.
</Paragraph>
<Paragraph>
Participant must ensure proof of Card acceptance from each Program
Merchant Prospect by obtaining a complete and executed Merchant
Agreement (in paper form) or, through any of the following, as
applicable: (i) an archived voice recording, (ii) evidence of acceptance
by obtaining Program Merchant's IP Address, timestamp and acknowledgment
for online web- based Program applications, or (iii) other formats
approved in writing by American Express (e.g., including the first time
a Card is accepted at an Establishment).
</Paragraph>
<Paragraph>
In addition, Participant shall provide each new Program Merchant with a
form of confirmation acknowledging that they have agreed to accept the
Card prior to the date the Program Merchant begins accepting the Card.
d. Electronic Signatures (E-Signatures) i. When implementing an online
merchant application process, Participant shall obtain a valid
Electronic Signature from Program Merchant, including compliance with
the following minimum requirements:
</Paragraph>
<OList>
<ListElement>
Proper presentation of appropriate electronic contracting and
Electronic Signature disclosures and ability to capture Program
Merchant's consent to contract electronically with Participant and to
Electronically Sign the application;
</ListElement>
<ListElement>
The online application should be an electronic version of the offline
application with addition of a Program Merchant signature line that
enables the authorized signer to Electronically Sign the application;
</ListElement>
<ListElement>
Enabling a process for the Program Merchant to review, fill in any
required fields, correct any errors and provide its Electronic
Signature on the application; and
</ListElement>
<ListElement>
Presentation of a confirmation that the Program Merchant has completed
the process and is ready to submit the Electronically Signed
application. ii. In the event Participant utilizes a third party to
implement and/or provide Participant's online Program Merchant
application process, such third party shall be considered
Participant's subcontractor for which the Participant is liable under
the Program Agreement. e. Merchant Cancellation or Disentitlement i.
</ListElement>
</OList>
<Paragraph>
Cancellation Notification and Reporting It may be necessary to suspend,
cancel, or disentitle a Program Merchant of Card acceptance for a number
of reasons, including for cause (which may include circumstances that
create harm or loss of goodwill to the Participant and/or American
Express), or fraudulent or other activities in compliance with these
Operating Regulations and/or the American Express Merchant Operating
Guide, or upon American Express' request.
</Paragraph>
<Paragraph>
Participant will implement suspension, cancellation, or disentitlement
of a Program Merchant of Card Acceptance as follows: 1.
</Paragraph>
<Paragraph>
within two (2) Business Days, following (i) American Express' request to
suspend, cancel, or disentitle a Program Merchant, (ii) receipt of the
Seller Canceled Derogatory Notification (SCDNO) File or (iii) any
Program Merchant identified as a High CV Merchant and American Express
has provided notice requiring Participant to convert the Program
Merchant to a direct Card acceptance relationship with American Express;
and 2.
</Paragraph>
<Paragraph>
immediately, upon determination by Participant that a Program Merchant
is to be terminated for any other reason, including cause, or fraudulent
or other activities in compliance with these Operating Regulations
and/or the American Express Merchant Operating Guide. ii. Participant
must provide American Express with confirmation of Program Merchant
cancellations by indicating the cancellation through the Sponsored
Merchant Information Interface.
</Paragraph>
<Paragraph>
Refer to the American Express Technical Specifications for further
information.
</Paragraph>
<Paragraph>
Participant must report applicable Program Merchants to the Mastercard®
MATCH or Terminated Merchant File (TMF) Report database through the
standard reporting process as soon as possible following the
cancellation or disentitlement of Card acceptance for derogatory
reasons, but no later than close of business on the day following the
date such Program Merchant is notified of the intent to terminate its
Merchant Agreement.
</Paragraph>
<SubHeading>B-3: Marketing Opt-Outs</SubHeading>
<Paragraph>
A. Participant must ensure that Program Merchants agree when providing
their contact information to Participant that, they consent to receiving
commercial marketing messages from American Express, including important
information about American Express products, services, and resources
available to its business. These messages may be sent to the mailing
address, phone numbers, email addresses or fax numbers Program Merchant
provides.
</Paragraph>
<Paragraph>
If a Program Merchant provides a wireless phone number, Participant must
ensure that the Program Merchant consents that it may be contacted at
that number and the communications sent may include autodialed short
message service (SMS or "text") messages or automated or prerecorded
calls. If a Program Merchant provides a fax number, Participant must
ensure that the Program Merchant agrees that it may be sent fax
communications.
</Paragraph>
<Paragraph>
American Express may otherwise use and share Program Merchant
information for business purposes and as permitted by Applicable Law.
American Express uses reasonable administrative, technical and physical
security measures to protect Program Merchant information consistent
with the sensitivity of the information.
</Paragraph>
<Paragraph>
B. Participant must provide Program Merchants a choice to opt-out of
receiving American Express commercial marketing communications about
products and services. Participant may collect this choice by using an
"opt-out checkbox" or other acceptable means such as directing Program
Merchants who wish to opt-out to contact Participant directly by inbound
telephone, email, website and any other means identified by Participant.
</Paragraph>
<Paragraph>
If a Program Merchant has opted-out, Participant must disclose to
Program Merchant that it may continue to receive important transactional
or relationship communications from American Express. Participant must
identify Program Merchants through the Sponsored Merchant Information
Interface that opt-out in order for American Express to update its
records accordingly.
</Paragraph>
<Paragraph>
C. If a Program Merchant opts out from receiving American Express
related marketing, Participant shall not, and shall ensure that its
Participant Sales Entities do not, send such Program Merchant further
marketing that appears to have originated or involved American Express.
Participant shall disclose to Program Merchant that it may continue to
receive marketing communications from American Express while American
Express updates its records to reflect the Merchant's opt-out choice.
</Paragraph>
<SubHeading>
B-4: Arbitration Agreement — American Express Disputes
</SubHeading>
<Paragraph>
In the event that Merchant or GiveCorporation is not able to resolve a
"Claim" (as defined in Section 11 below) against American Express, or a
claim against GiveCorporation or any other entity that American Express
has a right to join, this Exhibit B (B-4) (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.
</Paragraph>
<Paragraph>
If arbitration is elected by any party, neither Merchant nor
GiveCorporation nor American Express will have the right to litigate or
have a jury trial on that Claim in court. Further, Merchant,
GiveCorporation, 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.
</Paragraph>
<Paragraph>
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, GiveCorporation, or
American Express would have in court may also not be available in
arbitration.
</Paragraph>
<OList>
<ListElement>
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.
</ListElement>
<ListElement>
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.
</ListElement>
<ListElement>
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, GiveCorporation, and American Express.
</ListElement>
<ListElement>
An arbitration award and any judgment confirming it will apply only to
the specific case brought by Merchant, GiveCorporation or American
Express and cannot be used in any other case except to enforce the
award as between Merchant, GiveCorporation 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.
</ListElement>
<ListElement>
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, GiveCorporation, and
American Express do not waive the right to appeal that decision.
</ListElement>
<ListElement>
Previously Filed Claims/No Waiver. Merchant, GiveCorporation, 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.
</ListElement>
<ListElement>
Merchant, GiveCorporation, 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.
</ListElement>
<ListElement>
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.
</ListElement>
<ListElement>
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.
</ListElement>
<ListElement>
Split Proceedings for Equitable Relief. Merchant, GiveCorporation, 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.
</ListElement>
<ListElement>
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.
</ListElement>
<ListElement>
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.
</ListElement>
<ListElement>
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.
</ListElement>
<ListElement>
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.
</ListElement>
<ListElement>
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.
</ListElement>
<ListElement>
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.
</ListElement>
<ListElement>
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;
</ListElement>
<ListElement>
provided, however, that evidence shall not be rendered inadmissible or
non-discoverable solely as a result of its use in the arbitration.
</ListElement>
<ListElement>
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.
</ListElement>
<ListElement>
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.
</ListElement>
<ListElement>Definitions.</ListElement>
</OList>
<Paragraph>
For purposes of this Exhibit B, "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
GiveCorporation 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.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong> Merchants using GiveCorporation must agree
to the Sub-Merchant terms listed here in the Sub-merchant Agreement.
</Paragraph>
<Heading>Exhibit C: Peer-to-Peer (P2P) Agreement</Heading>
<Paragraph>
This Peer to Peer Services agreement ("P2P Agreement") governs the use
of P2P services ("Service") provided by GiveCorporation and its
affiliated platforms ("we," "us," or "our"). This P2P Service Agreement
is made among Sponsors, their designated Sponsor Banks (collectively
"Acquirer") and the "User" as defined in, and in connection with, the
Terms of Service between GiveCorporation, Inc. and the User (herein
referred to as a party in a P2P transaction.
</Paragraph>
<Paragraph>
Capitalized terms not otherwise defined herein have the respective
meanings given them in the GiveCorporation Terms of Service. Acquirer
will provide P2P participants with certain payment and P2P processing
Services in accordance with the terms of this P2P Agreement.
</Paragraph>
<Paragraph>
In consideration of P2P participant's receipt of credit or debit or ACH
funded P2P payments, and participation in said and affiliated programs,
P2P participant is required to comply with Regulation E as it pertains
to applicable ACH and online transfers.
</Paragraph>
<Paragraph>
By accessing or using the Service, or agreeing to the GiveCorporation
Terms of Service to which this P2P participant Agreement is an exhibit
(by "click through" agreement or otherwise), P2P participant will
fulfill this requirement, if and when applicable. you ("you" or "User")
agree to comply with his Agreement.
</Paragraph>
<Paragraph>
However, Acquirer understands that P2P initiator may have contracted
with GiveCorporation to obtain certain processing services and that
GiveCorporation may have agreed to be responsible to P2P participant for
all or part of P2P participant’s obligations contained herein.
</Paragraph>
<Paragraph>
NOW, THEREFORE, in consideration of the foregoing recitals and of the
mutual promises contained herein, the parties agree as follows:
</Paragraph>
<UList>
<ListElement>
You must be at least 18 years old and must provide accurate and
current information for registration and to satisfy regulatory
requirements.
</ListElement>
<ListElement>
You may not use the Service for any unlawful or prohibited purposes.
</ListElement>
<ListElement>
GiveCorporation's platform facilitates direct peer-to-peer fund
transfers, including donations, and enables communication between
transaction participants. We want to clarify that we are not financial
advisors, do not operate as fiduciaries, and cannot guarantee specific
fundraising results.
</ListElement>
<ListElement>
When sending funds you must confirm the recipient’s identity and
transaction’s intent. You must ensure the transactions comply with
regulatory and the platform’s policies.
</ListElement>
<ListElement>
Please understand that funds may be non-refundable.
</ListElement>
<ListElement>
When receiving funds, ensure the funds are being used for their stated
purposes. Be transparent and responsive to GiveCorporation’s and donor
inquiries, and disclose any changes in need or usage. ● Processing or
service fees may apply and will be disclosed at the time of the
transaction. Additional third-party processing fees may also be
applicable.
</ListElement>
<ListElement>
Parties should attempt to resolve disputes directly.
</ListElement>
<ListElement>
GiveCorporation may assist at its discretion but is not liable for
enforcing outcomes. Fraud or misuse may result in transaction reversal
or account suspension.
</ListElement>
<ListElement>
Refunds are not guaranteed unless required by law. GiveCorporation may
facilitate refunds but is not liable for losses due to user error or
fraud.
</ListElement>
<ListElement>
You may not use the Service to engage in illegal activity, including
fraud or money laundering, transact for pornography, weapons, or
hate-related materials or misrepresent the purpose of the funds.
</ListElement>
<ListElement>
User data will be collected and used in accordance with regulatory
requirements and the platform's Privacy Policy. Transaction data may
be shared with processors or regulators as needed.
</ListElement>
<ListElement>
GiveCorporation may suspend or terminate access at any time for
regulatory or policy violations. Users may terminate accounts through
a formal request.
</ListElement>
<ListElement>
GiveCorporation is not liable for user-to-user transaction errors or
disputes, Platform outages or third-party data breaches or fund loss
due to account misuse.
</ListElement>
<ListElement>
We may update this Agreement with notice. Continued use of the
platform indicates acceptance of any changes.
</ListElement>
<ListElement>
This Agreement is governed by the laws of the State of Arizona, County
of Maricopa. Any legal actions shall be brought in its appropriate
courts.
</ListElement>
</UList>
<Heading>Exhibit D: Fee Schedule</Heading>
<Paragraph>
This Fee Schedule is incorporated into and forms part of the Merchant
Agreement and constitutes the schedule of Fees applicable to the
Services. Capitalized terms have the meanings given in the Agreement.
</Paragraph>
<SubHeading>1. Pricing Framework and General Terms</SubHeading>
<Paragraph>
GiveCorporation prices each merchant individually on a risk-based basis.
The amounts in this Schedule are stated as typical ranges, floors, or
maximums. The amount that actually applies to a given merchant is
determined by GiveCorporation, in its reasonable discretion, based on
the factors described in Section 2, and is set at onboarding and
confirmed in the applicable Order Form, Pricing Schedule, or platform
posting.
</Paragraph>
<Paragraph>
The ranges shown in this Schedule are typical and illustrative. A fee
applicable to a given merchant may fall within the indicated range or,
where warranted by GiveCorporation's risk assessment and the factors in
Section 2 — including risk classification, processing volume, dispute
and refund ratios, fraud and chargeback activity, and Card Organization
or Sponsor Bank rules — may exceed the range indicated. A range is not a
maximum.
</Paragraph>
<Paragraph>
Fees may vary based on market conditions, processing volume, transaction
method, Merchant Category Code (MCC), merchant category, the types of
goods or services sold, risk classification, and Card Organization and
Sponsor Bank rules. Fees may be added, updated, or adjusted from time to
time as provided in the Agreement, including in response to a change in
a merchant's risk profile. Certain fees may be deferred or waived and
applied only if specified at onboarding; GiveCorporation reserves the
right to begin applying any listed fee, or to add a fee, at a later time
on notice as required by the Agreement and Sponsor Bank rules.
</Paragraph>
<Paragraph>
<em>
Except where a fee is a pass-through of a third-party or Card
Organization charge, no fee in this Schedule is a penalty; each
represents consideration for the Services, access, risk, and oversight
described.
</em>
</Paragraph>
<SubHeading>2. Determination Factors</SubHeading>
<Paragraph>
Where this Schedule states a range, the following factors determine
where within the range (toward the floor or the ceiling) a merchant's
fee is set, and may cause a fee to be adjusted over time:
</Paragraph>
<UList>
<ListElement>
Merchant risk profile and risk classification (normal, high, or
restricted).
</ListElement>
<ListElement>Processing volume and average ticket.</ListElement>
<ListElement>Dispute and refund ratios.</ListElement>
<ListElement>
Fraud rates and the volume of fraudulent versus non-fraudulent
chargebacks.
</ListElement>
<ListElement>
Chargeback volume and any excessive chargeback or fraud program status
(e.g., Visa VAMP/VDMP, Mastercard ECP/EFM).
</ListElement>
<ListElement>
Card Organization or Sponsor Bank rule violations, and related
assessments or fines.
</ListElement>
<ListElement>
Abuse, misrepresentation, or prohibited-business activity.
</ListElement>
<ListElement>
The nature of the goods or services sold and applicable MCC.
</ListElement>
<ListElement>
Account tenure, history, and the extent of compliance monitoring,
oversight, and remediation the account requires.
</ListElement>
</UList>
<SubHeading>3. Transaction and Processing Fees</SubHeading>
<Paragraph>
Transaction pricing is interchange-plus. The floor is interchange plus a
per-transaction margin; the standard, average floor is approximately
interchange + 50 basis points, which on a typical basis approximates
2.90% + $0.29 per transaction (American Express approximately +$0.35 per
item). Rates above the floor are priced individually by risk assessment
and negotiated rate, and vary significantly by MCC, merchant category,
the types of goods or services sold, and risk classification, and may
change at any time.
</Paragraph>
<TableScroll>
<FeeTable>
<thead>
<tr>
<th>Card type / component</th>
<th>Rate</th>
</tr>
</thead>
<tbody>
<tr>
<td>Credit card transaction</td>
<td>
Interchange + margin, from ~50 bps (≈ 2.90% + $0.29); priced by
risk and category
</td>
</tr>
<tr>
<td>Debit card transaction</td>
<td>
Interchange + margin, from ~50 bps (≈ 2.90% + $0.29); priced by
risk and category
</td>
</tr>
<tr>
<td>American Express transaction</td>
<td>
Interchange + margin, from ~50 bps (≈ 2.90% + $0.35); priced by
risk and category
</td>
</tr>
<tr>
<td>High-risk / restricted category</td>
<td>
Interchange + negotiated margin; priced individually by risk
</td>
</tr>
</tbody>
</FeeTable>
</TableScroll>
<Paragraph>
<em>
Actual rates are set per merchant and confirmed at onboarding; they
are subject to interchange, network, and risk-based adjustment at any
time.
</em>
</Paragraph>
<SubHeading>
3.1 Authorization Fees and Non-Qualified Surcharges
</SubHeading>
<Paragraph>
Where a transaction fails to qualify for the lowest applicable
interchange or is downgraded, GiveCorporation may pass through the
incremental interchange, network, and processing charges and apply a
non-qualified surcharge of up to 100 bps per transaction.
</Paragraph>
<TableScroll>
<FeeTable>
<thead>
<tr>
<th>Fee</th>
<th>Range</th>
<th>Basis</th>
</tr>
</thead>
<tbody>
<tr>
<td>Authorization Fee</td>
<td>$0 – $0.30</td>
<td>per authorization</td>
</tr>
<tr>
<td>Authorization Reversal</td>
<td>$0 – $0.10</td>
<td>per reversal</td>
</tr>
<tr>
<td>Voice Authorization</td>
<td>$0 – $2.50</td>
<td>per call</td>
</tr>
<tr>
<td>Address Verification (AVS)</td>
<td>$0 – $2.00</td>
<td>per request</td>
</tr>
</tbody>
</FeeTable>
</TableScroll>
<SubHeading>4. Account and Service Fees</SubHeading>
<Paragraph>
The following fees are stated as ranges. Unless a specific amount is set
at onboarding, these fees default to the low end (which may be $0) and
are not applied; GiveCorporation reserves the right to apply any of
them, or to add a fee, at a later time on notice.
</Paragraph>
<TableScroll>
<FeeTable>
<thead>
<tr>
<th>Fee</th>
<th>Range</th>
<th>Basis</th>
</tr>
</thead>
<tbody>
<tr>
<td>Monthly Account Fee</td>
<td>$0 – $1,000</td>
<td>per month</td>
</tr>
<tr>
<td>Gateway Access Fee</td>
<td>$0 – $100</td>
<td>per month</td>
</tr>
<tr>
<td>Per-Transaction Gateway Fee</td>
<td>$0 – $0.10</td>
<td>per transaction</td>
</tr>
<tr>
<td>Gateway Connectivity Fee</td>
<td>$0 – $500</td>
<td>per month</td>
</tr>
<tr>
<td>Security & Fraud Prevention Fee</td>
<td>0 – 100 bps</td>
<td>per transaction</td>
</tr>
<tr>
<td>Setup Fee</td>
<td>$0 – $5,000</td>
<td>one-time</td>
</tr>
<tr>
<td>PCI Compliance Fee</td>
<td>$0 – $250</td>
<td>per year</td>
</tr>
<tr>
<td>PCI Non-Compliance Fee</td>
<td>$0 – $250</td>
<td>per month until compliant</td>
</tr>
<tr>
<td>Concierge / Account Management Fee</td>
<td>$0 – $5,000</td>
<td>per month</td>
</tr>
<tr>
<td>Settlement / Batch Fee</td>
<td>$0 – $25.00</td>
<td>per settlement or batch</td>
</tr>
<tr>
<td>Underwriting / KYC / Application Fee</td>
<td>$0 – $500</td>
<td>per application</td>
</tr>
<tr>
<td>Compliance & Regulatory Fee</td>
<td>$0 – $5,000</td>
<td>per year</td>
</tr>
<tr>
<td>Minimum Monthly Processing Fee</td>
<td>$0 – as set by commitment</td>
<td>per commitment shortfall</td>
</tr>
<tr>
<td>Early Termination Fee</td>
<td>Liquidated damages</td>
<td>see note below</td>
</tr>
</tbody>
</FeeTable>
</TableScroll>
<Paragraph>
Early Termination Fee. The Early Termination Fee is liquidated damages,
and not a penalty, in an amount equal to the remaining monthly minimum
fees for the unexpired portion of the then-current term (or a
commercially reasonable equivalent). It will not exceed the maximum
permitted by applicable law and will not be imposed where prohibited by
law.
</Paragraph>
<SubHeading>5. Transfer, Payout, and Tax-Reporting Fees</SubHeading>
<TableScroll>
<FeeTable>
<thead>
<tr>
<th>Fee</th>
<th>Range</th>
<th>Basis</th>
</tr>
</thead>
<tbody>
<tr>
<td>Transfer / Payout Fee</td>
<td>$0.99 – $20.00</td>
<td>per transfer</td>
</tr>
<tr>
<td>ACH Funds Transfer</td>
<td>$0 – $10.00</td>
<td>per transfer</td>
</tr>
<tr>
<td>Wire Transfer</td>
<td>$0 – $50.00</td>
<td>per wire</td>
</tr>
<tr>
<td>ACH Return</td>
<td>Up to $25.00 (plus the returned amount)</td>
<td>per returned entry</td>
</tr>
<tr>
<td>P2P Return</td>
<td>Up to $25.00</td>
<td>per return</td>
</tr>
</tbody>
</FeeTable>
</TableScroll>
<SubHeading>5.1 Payout and Tax-Reporting Fees</SubHeading>
<TableScroll>
<FeeTable>
<thead>
<tr>
<th>Fee</th>
<th>Range</th>
<th>Basis</th>
</tr>
</thead>
<tbody>
<tr>
<td>Funding Instruction Fee</td>
<td>$0 – $2.00</td>
<td>per instruction</td>
</tr>
<tr>
<td>Failure / NOC Fee</td>
<td>$0 – $10.00</td>
<td>per item</td>
</tr>
<tr>
<td>Void Instruction Fee</td>
<td>$0 – $25.00</td>
<td>per item</td>
</tr>
<tr>
<td>TIN Validation Fee</td>
<td>$0 – $5.00</td>
<td>per validation</td>
</tr>
<tr>
<td>1099-K Issuance Fee</td>
<td>$0 – $25.00</td>
<td>per form</td>
</tr>
<tr>
<td>1099-K Rejection Fee</td>
<td>$0 – $100.00</td>
<td>per rejection</td>
</tr>
</tbody>
</FeeTable>
</TableScroll>
<SubHeading>6. Dispute, Chargeback, and Return Fees</SubHeading>
<TableScroll>
<FeeTable>
<thead>
<tr>
<th>Fee</th>
<th>Range</th>
<th>Basis</th>
</tr>
</thead>
<tbody>
<tr>
<td>Chargeback Fee</td>
<td>Up to $35</td>
<td>per chargeback / fraud transaction</td>
</tr>
<tr>
<td>Chargeback Refund Fee</td>
<td>Up to $35</td>
<td>per refund resolving a dispute</td>
</tr>
<tr>
<td>Chargeback Reversal</td>
<td>$0 – $35</td>
<td>per reversal</td>
</tr>
<tr>
<td>Automated / Pre-Chargeback (RDR) Dispute</td>
<td>$0 – $35</td>
<td>per dispute case</td>
</tr>
<tr>
<td>Retrieval Request</td>
<td>Up to $25</td>
<td>per request</td>
</tr>
<tr>
<td>Representment</td>
<td>Up to $35</td>
<td>per representment</td>
</tr>
<tr>
<td>Compliance Case</td>
<td>Up to $50</td>
<td>per case</td>
</tr>
<tr>
<td>Pre-Arbitration Case</td>
<td>Up to $75</td>
<td>per case</td>
</tr>
<tr>
<td>Arbitration Case</td>
<td>Up to $500</td>
<td>per case</td>
</tr>
</tbody>
</FeeTable>
</TableScroll>
<Paragraph>
e “up to” amounts work: if a merchant is placed in a Card Organization
excessive chargeback or fraud program (remediation or monitoring
status), the Networks or Sponsor Bank may assess higher per-item
amounts, which are passed through up to the stated cap. If a merchant is
not in such a program, assessments are typically lower and vary by brand
and case type. Fees may be reduced where a chargeback is reversed (won)
or resolved before it becomes a chargeback. GiveCorporation passes
through the actual amounts in effect at the time.
</Paragraph>
<Paragraph>
Program thresholds and additional assessments. If a merchant meets or
exceeds any Card Organization excessive chargeback or fraud program
threshold, additional program assessments or management fees imposed by
the Network, Sponsor Bank, or sponsor may apply and will be passed
through to the merchant. Processing may be suspended or terminated as
required by program rules or the Agreement.
</Paragraph>
<SubHeading>7. Risk Category Fees</SubHeading>
<Paragraph>
Applied based on the merchant's risk classification, determined at
underwriting and subject to change with the merchant's risk profile.
</Paragraph>
<TableScroll>
<FeeTable>
<thead>
<tr>
<th>Fee</th>
<th>Range</th>
<th>Basis</th>
</tr>
</thead>
<tbody>
<tr>
<td>Normal Risk Category Fee</td>
<td>$0 – $1,000</td>
<td>per month</td>
</tr>
<tr>
<td>High Risk Category Fee</td>
<td>$0 – $5,000</td>
<td>per month</td>
</tr>
<tr>
<td>Restricted Category Fee</td>
<td>$0 – $10,000</td>
<td>per month</td>
</tr>
</tbody>
</FeeTable>
</TableScroll>
<SubHeading>8. Non-Compliance Fee</SubHeading>
<Paragraph>
The Non-Compliance Fee is consideration for the compliance management,
monitoring, and oversight that a merchant's activity requires, and for
the additional risk, program, remediation, and administrative burden
created by non-compliant activity. It is not a penalty. It is assessed
on a case-by-case, individual-merchant basis, in GiveCorporation's
reasonable discretion, and the amount differs from merchant to merchant
because the compliance and oversight burden differs from merchant to
merchant.
</Paragraph>
<Paragraph>
The Non-Compliance Fee has two parts: (i) a pass-through of the actual
fines, assessments, penalties, loss allocations, and losses imposed by
the Card Organizations or the Sponsor Bank as a function of the
merchant's action, inaction, or activity, which are charged in full and
are not capped; and (ii) a compliance-oversight component reflecting the
monitoring, dispute handling, remediation, and administrative work the
account requires. The applicable amount is determined by
GiveCorporation, in its reasonable discretion, based on the factors in
Section 2.
</Paragraph>
<Paragraph>
The Non-Compliance Fee may be assessed where a merchant, among other
things, exhibits elevated dispute or refund ratios; incurs excessive
chargebacks or fraud, or is placed in or exceeds a Card Organization
excessive chargeback or fraud program; violates Card Organization or
Sponsor Bank rules (including but not limited to Visa VAMP and
Mastercard BRAM/EFM); engages in abuse, misrepresentation,
prohibited-business activity, or fraud; or otherwise requires compliance
intervention, remediation, or heightened monitoring.
</Paragraph>
<Paragraph>
Without limiting the foregoing, a Non-Compliance Fee may be triggered by
objective conditions, including where a merchant's chargeback or fraud
ratio meets or exceeds one percent (1%), or a Card Organization program
threshold, in a calendar month; where a merchant is placed in or exceeds
a Card Organization excessive chargeback or fraud program; or upon a
Card Organization or Sponsor Bank rule-violation event, fine, or
assessment.
</Paragraph>
<SubHeading>8.1 Components</SubHeading>
<Paragraph>
The Non-Compliance Fee may reflect one or more of the following
components, in amounts determined by GiveCorporation in its reasonable
discretion based on the factors in Section 2. GiveCorporation is not
required to allocate or itemize the Fee among these components, and the
presence of any one component may support the Fee.
</Paragraph>
<TableScroll>
<FeeTable>
<thead>
<tr>
<th>Component</th>
<th>Description</th>
</tr>
</thead>
<tbody>
<tr>
<td>Compliance & risk oversight management</td>
<td>
Ongoing monitoring, program management, reporting, and account
oversight.
</td>
</tr>
<tr>
<td>Dispute management</td>
<td>
Handling of each dispute, including where evidence must be
resubmitted or the dispute actively contested.
</td>
</tr>
<tr>
<td>Excessive chargeback / fraud program handling</td>
<td>
Management where the merchant enters or exceeds a Card
Organization program (Visa VAMP/VDMP, Mastercard ECP/EFM),
including associated assessments.
</td>
</tr>
<tr>
<td>Fraud investigation & loss handling</td>
<td>
Investigation and handling of fraudulent transactions,
chargebacks, and related losses.
</td>
</tr>
<tr>
<td>Card-brand rule violation handling</td>
<td>
Handling of Card Organization or Sponsor Bank rule violations,
assessments, and fines (BRAM, VAMP, and similar), which are also
passed through.
</td>
</tr>
<tr>
<td>Merchant communications & remediation</td>
<td>
Time and effort spent communicating with, and remediating, the
merchant.
</td>
</tr>
<tr>
<td>Abuse / prohibited activity</td>
<td>
Abuse, misrepresentation, prohibited-business activity, or fraud
by the merchant.
</td>
</tr>
</tbody>
</FeeTable>
</TableScroll>
<SubHeading>8.2 Amount</SubHeading>
<Paragraph>
The pass-through portion (part (i)) equals the actual fines,
assessments, penalties, and losses imposed by the Card Organizations or
the Sponsor Bank attributable to the merchant, and is charged in full.
These amounts are set by the Card Organizations or the Sponsor Bank and
are passed through to the merchant as assessed.
</Paragraph>
<Paragraph>
The compliance-oversight portion (part (ii)) is determined by
GiveCorporation in its reasonable discretion, based on the components in
Section 8.1 and the factors in Section 2. The Non-Compliance Fee may be
assessed on the basis of any one or more of those components, whether or
not a Card Organization rule violation has occurred, and may be assessed
per violation, per event, per assessment period, or in the aggregate, as
a single amount or as recurring or multiple assessments.
</Paragraph>
<Paragraph>
In setting the Fee, GiveCorporation weighs the merchant's processing
volume together with the reserve and available balances it holds, and
works in good faith to keep the Non-Compliance Fee within those held
funds. GiveCorporation assesses amounts beyond the funds held only where
the actual Card Organization or Sponsor Bank fines, assessments, or
losses attributable to the merchant exceed those funds, so as to avoid
billing the merchant beyond the balances held except to recover such
pass-through amounts.
</Paragraph>
<SubHeading>8.3 Assessment and Timing</SubHeading>
<Paragraph>
The Non-Compliance Fee is assessed in GiveCorporation's reasonable
discretion following the applicable monitoring, dispute, and
chargeback-resolution periods for the merchant's activity, so that the
fee reflects the compliance oversight actually required. Because Card
Organization dispute and chargeback rights, and related fraud and
program timelines, may extend for extended periods — up to 540 days, and
in certain dispute categories or cases of continuing risk, longer — the
applicable assessment period may extend up to, and in defined
circumstances beyond, 540 days based on the merchant's risk factors. The
assessment period is not indefinite: it concludes upon resolution of
applicable disputes and the expiration of associated Card Organization
and Sponsor Bank rights and timelines.
</Paragraph>
<Paragraph>
The Non-Compliance Fee, once assessed, is a Fee under the Agreement. It,
together with any pass-through amounts, may be netted against amounts
due to the merchant and collected, debited, recouped, or set off from
the merchant's Reserve, available balance, or other funds or funding
sources in accordance with the Agreement, including the Reserve
provisions of Section 14 and the Set-Off and Collection Rights of
Section 22 (including GiveCorporation's sole control of the Reserve and
the automatic application of Reserve funds to negative balances and
amounts owed).
</Paragraph>
</>
);
};
export default memo(TermsOfServiceContentMerchant);
|