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giveCorpAddress,
SELF_ASSESSMENT_ATTESTATION_OF_COMPLIANCE_URL,
} from "@constants/constants";
import { memo } from "react";
import { TermsOfServiceProps } from "./types";
import {
AddressSpan,
Heading,
ListElement,
ParagraphGeneric,
ParagraphPage,
Title,
UList,
} from "./TermsOfServiceContent.styles";
import TermsOfServiceContentVersion from "./TermsOfServiceContentVersion";
const TermsOfServiceContentProvider = ({
...props
}: Omit<TermsOfServiceProps, "customStyles"> & { isPage?: boolean }) => {
const { isPage, merchantName: enterpriseName } = props;
const Paragraph = isPage ? ParagraphPage : ParagraphGeneric;
const providerName = enterpriseName || "______________________";
return (
<>
<Title>Provider Sponsorship Agreement</Title>
<TermsOfServiceContentVersion {...props} />
<Heading>Introduction</Heading>
<Paragraph>
GiveCorporation Inc. ("GiveCorporation") and its subsidiaries are
collectively referred to as GiveCorporation. GiveCorporation provides
payment processing services (“Service”). This Provider Agreement (the
"Agreement") is being entered into by and between GiveCorporation and
you, the provider (“Provider” or “you”), which resells GiveCorporation’s
payment processing services to individual merchants ("Merchants"). These
Merchants accept payment cards as a method of payment for goods and
services. 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) that are provided either directly or indirectly to you by
GiveCorporation. “You” in this document refers to the Provider as an
entity. This Agreement sets forth the detailed terms and conditions
under which the Provider shall market and facilitate payment processing
and P2P services provided by GiveCorporation.
</Paragraph>
<Paragraph>
GiveCorporation offers the Service through means that might have its own
terms of service and privacy policy. This Agreement incorporates by
reference all policies, notices, and other content that appear on our
website at www.GiveCorporation.com.
</Paragraph>
<Heading>1. Services and Obligations</Heading>
<Paragraph>
Provider agrees to market, promote, and facilitate the onboarding of
Merchants to GiveCorporation’s payment processing and P2P services.
Marketing materials shall not state or imply that the Provider is
endorsed by any Card Organization. The Provider will communicate rules
and guidelines to merchants from GiveCorporation to ensure the Merchants
are informed of operational and compliance requirements. Provider shall
provide Merchants with professional and diligent support, ensuring all
marketing materials, communication, and practices comply with this
Agreement, applicable laws, regulations, and industry standards.
Provider shall comply with all applicable laws and regulations,
including without limitation the rules and requirements of Visa,
MasterCard, Discover, American Express, Regulation E (“Reg E”) and any
other applicable Card Networks.
</Paragraph>
<Paragraph>
In the payment processing workflow, GiveCorporation initiates the
payment process by transmitting information to the processor. The
processor then forwards this information 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 networks,
associations or companies (collectively, the "Networks"). The processor
and Sponsor bank are referred to collectively as the "Bank". The Bank is
obligated to pay under both (a) the provisions of its agreement with
GiveCorporation, and (b) the by-laws, operating regulations and all
other rules, policies and procedures set by and periodically updated by
the Networks (the "Operating Regulations"), that make the Bank
responsible for settling the transactions. For payments by bank
transfer, GiveCorporation initiates the payment process by providing
information to the Bank through the National Automated Clearing House
Association, that manages the Automated Clearing House (“ACH”).
GiveCorporation does not have control of, or liability for, goods or
services that are paid for with the Service. GiveCorporation is not
responsible for any fraudulent or criminal activity involving your
merchants’ accounts.
</Paragraph>
<Paragraph>
GiveCorporation collects, analyzes and relays information generated in
connection with payments. You agree and authorize GiveCorporation to
provide this information to the Bank in order for the Bank to facilitate
payments through the Networks, or the ACH, as applicable. Each of the
Networks is a third-party beneficiary of this Agreement and has
beneficiary rights. Some of these third parties may require a direct
agreement with the merchant. If the merchant is required to enter into
such an agreement and declines to do so, we may suspend or terminate the
Account. You acknowledge that, if your merchant receives payments from
American Express exceeding the threshold specified by American Express,
the merchant will be converted to a direct card acceptance relationship
with American Express and, upon conversion, and will be bound by the
then-current American Express Card acceptance agreement and American
Express will set the discount and other fees payable for American
Express Card acceptance. If your merchant receives payments from any
Network exceeding the threshold specified by that network, you also
agree to the terms set forth 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
legally binding contract between your merchant and the Sponsor Bank,
effective as of the date the merchant receives the specified amount of
payments from the Network. You must abide by the applicable Operating
Regulations and ACH Rules as they pertain to your merchants. If you are
using GiveCorporation's SaaS platform or API, you agree that it is your
responsibility to comply with applicable laws, including the Electronic
Funds Transfer Act (Regulation E). Additionally, Provider will notify
GiveCorporation of change in control of ownership to comply with the
applicable regulatory requirements.
</Paragraph>
<Heading>2. Prohibited Business Activities</Heading>
<Paragraph>
<strong>Prohibited Merchant Categories</strong>
</Paragraph>
<Paragraph>
By registering with GiveCorporation as a Provider, you confirm that you
shall not onboard, maintain, or facilitate any Merchant that engages in,
offers, or accepts payments in connection with any of the activities,
items, or services listed below. You are solely responsible for
conducting due diligence on your Merchants to ensure ongoing compliance.
If you are uncertain whether a Merchant’s business or offerings falls
within the scope of these prohibited activities, please contact us at{" "}
<a href="mailto:providers@givepayments.com">
providers@givepayments.com
</a>{" "}
for clarification prior to onboarding or processing any related
transactions.
</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>
<Heading>3. Provider’s Merchant Prohibited Activities</Heading>
<Paragraph>
The Provider shall ensure that any Merchant onboarded by it, whether
previously, currently, or in the future, is and remains in full
compliance with all applicable Card Brand Rules, Laws, and Regulations.
The Provider shall not onboard, maintain, or facilitate any Merchant
that engages in activities prohibited by such standards. As part of its
obligations, the Provider shall be responsible to ensure that Merchants
do not — and agree not to — do any of the following prohibited
activities:
</Paragraph>
<UList>
<ListElement>
Impose, as a condition of acceptance, a requirement that the
cardholder waive a right to dispute a transaction.
</ListElement>
<ListElement>
Require a cardholder to complete a postcard or similar device that
includes any of the following in plain view when mailed: the
cardholder’s account number, card expiration date, signature, or any
other card account data.
</ListElement>
<ListElement>
Request Card Verification Value 2 (CVV2) from the cardholder for a
card-present environment transaction, or store CVV2 information
subsequent to authorization.
</ListElement>
<ListElement>
Add a surcharge to the transaction, unless explicitly done so in
accordance with applicable law, regulations, and Rules specific to the
location in which the Sub-Merchant is permitted to submit
transactions.
<ListElement>
Establish a minimum or maximum dollar sale transaction amount,
except as authorized by the Rules.
</ListElement>
<ListElement>
Disburse funds in the form of cash, unless permitted by the Rules.
</ListElement>
<ListElement>
Disburse funds in the form of travelers cheques, if the sole purpose
is to allow the cardholder to make a cash purchase of goods and
services from the Sub-Merchant.
</ListElement>
<ListElement>
Request or use an account number for any purpose other than as
payment for goods and services.
</ListElement>
<ListElement>
Add any tax to the transaction, unless applicable law expressly
permits the Sub-Merchant to impose a tax (any tax amount, if
allowed, must be included in the transaction amount and not
collected separately).
</ListElement>
<ListElement>Submit any transaction that:</ListElement>
<UList>
<ListElement>
presents the refinancing or transfer of an existing cardholder
obligation that is deemed to be uncollectible, <br />
constitutes the collection or refinancing of an existing debt or
previous card charges, or arises from the dishonor of a
cardholder’s personal check;
</ListElement>
<ListElement>
arises from the acceptance of a Card at a terminal that dispenses
scrip (and the Sub-Merchant may not display any Card Brand marks
at any terminal that dispenses scrip);
<br />
is illegal or, in the sole discretion of the Card Brands, may
damage the goodwill of the Card Brands or reflect negatively on
their marks;
</ListElement>
<ListElement>
is not a valid transaction between the Sub-Merchant and a bona
fide cardholder;
</ListElement>
<ListElement>
Sub-Merchant knows or should have known to be fraudulent or not
authorized by the cardholder, <br /> or that it knows or should
have known to be authorized by a cardholder colluding with the
Sub-Merchant for a fraudulent purpose;
</ListElement>
<ListElement>
is illegal or that the Sub-Merchant knows or should have known was
illegal (transactions must be legal in both the cardholder’s and
the Sub-Merchant’s jurisdiction);
</ListElement>
<ListElement>
was previously disputed and subsequently returned to the
Sub-Merchant;
</ListElement>
<ListElement>
was submitted before the corresponding products are shipped or the
services are performed, unless the Sub-Merchant has obtained
cardholder consent for a recurring transaction;
</ListElement>
<ListElement>
is where a valid authorization was required but not obtained;
</ListElement>
<ListElement>
is where multiple authorizations for amounts less than the total
sale amount have been obtained;
</ListElement>
<ListElement>
results in a disbursement of cash or cash equivalent to a
cardholder; or
</ListElement>
<ListElement>
involves counterfeit goods or any goods or services that infringe
on any patent, trademark, copyright, or any other intellectual
property right of any person.
</ListElement>
</UList>
</ListElement>
</UList>
<Heading>4. Fees</Heading>
<Paragraph>
GiveCorporation provides the Provider with a specific buy rate for
processing services. Provider will pay all fees, assessments, fines, and
costs arising from any action or omission by Provider. Provider
authorizes GiveCorporation to obtain payment of such fees by debiting
Provider’s account or designated payment method.
</Paragraph>
<Paragraph>
Provider may, at its discretion, add a markup (e.g., in basis points)
when charging Merchants. Provider’s earnings from such markups are
attributable solely to the merchant identification numbers (“MIDs”)
originated by Provider and issued by GiveCorporation, and shall continue
for so long as each such MID remains active and continues processing
payments through GiveCorporation, without limitation as to duration.
</Paragraph>
<Paragraph>
If a Merchant establishes a new MID through another provider or through
any other channel, Provider shall not be entitled to any fees or markups
attributable to such new MID. Nothing in this Agreement grants Provider
exclusivity with respect to any Merchant
</Paragraph>
<Paragraph>
GiveCorporation retains the right to adjust the buy rate and introduce
fees, provided advance notice is given; no adjustments apply
retroactively.
</Paragraph>
<Paragraph>
Merchants are responsible for all transaction processing fees, as well
as any applicable Payment Network, bank, NACHA, or third-party fees
passed through by GiveCorporation. These fees are set forth in the
applicable fee schedule and may vary based on market conditions,
transaction volume, method, and network rules. Fees may be updated from
time to time without requiring re-execution of this Agreement.
</Paragraph>
{/* To check the font size */}
<Paragraph>
<strong>
Exceptions Processing and Dispute Management (per item, subject to
network/bank rules):
</strong>
</Paragraph>
<UList>
<ListElement>
<strong>Chargebacks.</strong> Up to $35 per chargeback or fraud
transaction. No additional fee applies if the chargeback is reversed.{" "}
<br />
How the “up to $35” works:
<UList>
<ListElement>
<i>Program status.</i> If a Merchant is placed in a Payment
Network excessive chargeback/fraud program (i.e.,
remediation/monitoring status), Networks or banks may assess
higher per-item amounts; these are passed through, up to the $35
cap.
</ListElement>
<ListElement>
<i>Not in program.</i> If a Merchant is not in such a program,
assessments are typically lower and vary by brand and case type.
</ListElement>
<ListElement>
<i>Outcome-based reductions.</i> Fees may be reduced if the
chargeback is reversed (won) or resolved via a chargeback refund.
</ListElement>
<ListElement>
<i>Brand/bank variability.</i> Networks and banks update program
criteria and assessments periodically; GiveCorporation passes
through the actual amounts in effect at the time, up to the cap.
</ListElement>
</UList>
</ListElement>
<ListElement>
<strong>Chargeback Refunds.</strong> Up to $35 per refund accepted by
a Network or bank to resolve a dispute before it becomes a chargeback
(brand/program-dependent).
</ListElement>
<ListElement>
<strong>ACH returns.</strong> Up to $25 per returned entry (in
addition to the returned amount).
</ListElement>
<ListElement>
<strong>P2P returns.</strong> Up to $25 per return
</ListElement>
</UList>
<Paragraph>
<strong>Program Thresholds & Additional Assessments.</strong>
</Paragraph>
<Paragraph>
If a Merchant meets or exceeds any Payment Network excessive
chargeback/fraud program thresholds, additional program assessments or
management fees may apply and will be passed through to the Merchant.
Processing may be suspended or terminated as required by program rules
or this Agreement.
</Paragraph>
<Paragraph>
<strong>
Additional Fees (as applicable to account type, transaction method, or
risk profile):
</strong>
</Paragraph>
<Paragraph>
VISA Credit Fee, MasterCard Credit Fee, AMEX Fee, Discover Credit Fee,
VISA Debit Fee, MasterCard Debit Fee, Discover Debit Fee, Network Fee,
Gateway Connectivity, Security & Fraud Prevention, Concierge Fee,
Settlement Fee, Normal Risk Category Fee, High Risk Category Fee,
Restricted Category Fee, PCI Non-Compliance Fee, Chargeback Refund Fee,
Chargeback Fee, Chargeback Reversal, Transfer Fee Tier 1, Transfer Fee
Tier 2, Transfer Fee Tier 3.
</Paragraph>
<Paragraph>
These foregoing GiveCorporation fees and App Fees, if applicable, are
netted against funds due to the Merchant or debited from the Merchant’s
or P2P initiator’s bank account or other designated payment instrument.
Providers acknowledge that Merchants agree to pay the Fees posted from
time to time by GiveCorporation or by the Platform. In general, posted
Fees are cumulative; in case of inconsistency, the Platform-posted Fees
control.
</Paragraph>
<Paragraph>
Merchants may increase their prices to include the cost of the Fees and
disclose these increases to Purchasers as a “Service Fee,” but only in
compliance with Operating Regulations.
</Paragraph>
<Paragraph>
Chargeback costs are 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, GiveCorporation and the Platform
reserve the right to change Merchant Fees. Providers acknowledge that by
continuing to refer or maintain Merchants using the Service, Merchants
are deemed to have consented to any changes in Fees.
</Paragraph>
<Heading>5. Merchant Agreement and Provider Responsibility</Heading>
<Paragraph>
Merchants will enter into separate direct contractual agreements
exclusively with GiveCorporation. While the Merchant agreements are
formed solely between the Merchants and GiveCorporation, the Provider
bears reasonable responsibility for transactional, fraudulent, criminal,
risk, reputational damage and the non-compliant conduct, actions, and
omissions of its Merchants it refers, manages, or services. This
responsibility is independent of and not contingent on the Provider
being a party to the Merchant’s contractual relationship with
GiveCorporation.
</Paragraph>
<Paragraph>
GiveCorporation agrees it will not knowingly solicit Merchants directly
in any manner detrimental to Provider’s business interests. For clarity,
general advertising or marketing campaigns by GiveCorporation do not
constitute direct or knowing solicitation; "direct or knowing
solicitation" specifically refers to targeted cold calling or directly
emailing Merchants. Merchants reserve the right to transition to another
Provider affiliated with GiveCorporation.
</Paragraph>
<Paragraph>
While the Provider shall not be responsible under any Merchant agreement
to which it is not a party, this does not limit or exclude the
Provider’s obligations and responsibilities as otherwise set forth in
this Agreement. The Provider is responsible (but not a guarantor) for
its own conduct and that of its personnel and sub-referrers, including
any actions that direct, enable, conceal, or materially contribute to
merchant non-compliance (e.g., deception, transaction laundering,
AML/KYB failures, PCI violations, or OFAC issues). If GiveCorporation,
FinCEN, any Card Brand, the Acquirer, or another authority
determines—based on credible evidence—that such conduct has occurred or
is reasonably suspected, GiveCorporation may, in proportion to the
associated risk: (i) suspend referrals or platform access; (ii) withhold
or forfeit unpaid fees; (iii) impose a cash reserve against current
and/or future payouts to cover losses, assessments, fines, chargebacks,
and costs; (iv) suspend the account or restrict the ability to onboard
merchants; (v) require additional information or cooperation; (vi)
terminate this Agreement for cause; and (vii) make any reports required
by law or regulation.
</Paragraph>
<Paragraph>
The Provider agrees to implement appropriate due diligence, monitoring,
and oversight procedures, and to cooperate fully with GiveCorporation in
investigating and mitigating any Merchant-related risks.
</Paragraph>
<Heading>6. Merchant Onboarding and Underwriting</Heading>
<Paragraph>
Provider submits Merchant applications to GiveCorporation via the
designated Provider portal or instructs Merchants to apply through its
white labeled online self-service portal. Merchant approval and
underwriting decisions are exclusively at GiveCorporation's discretion.
GiveCorporation retains the unconditional right to accept or reject
Merchant applications without explanation.
</Paragraph>
<Paragraph>
GiveCorporation allows individuals, businesses, and non-profit
organizations 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
have a physical presence in the United States and be authorized to
conduct business by the state in which it operates. A merchant who opens
an Account must be eighteen (18) years of age or older.
</Paragraph>
<Paragraph>
GiveCorporation retains the right to suspend, freeze, or terminate any
merchant account onboarded through Provider without prior notice, in its
sole discretion, including but not limited to cases involving suspected
fraud, legal violations, regulatory actions, or security concerns.
Provider shall not make representations to any merchant that contradict
this right or suggest guaranteed approval or continuity.
</Paragraph>
<Heading>7. API Developer Relationship</Heading>
<Paragraph>
Providers that use the GiveCorporation API, and their merchants are
subject to the terms of this Agreement. 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.
</Paragraph>
<Paragraph>
Providers utilizing GiveCorporation’s API must comply fully with API
usage terms, including PCI DSS compliance, proper tokenization
practices, and safeguarding data security and access tokens. Providers
may charge additional fees for value-added services provided through
their API integrations.
</Paragraph>
<Paragraph>
In the event a Merchant defaults on repaying any losses to
GiveCorporation as a result of a chargeback, refunds or any other
negative balances, Provider as an entity will be responsible for the
repayments.
</Paragraph>
<Paragraph>
Providers must protect all credentials, access tokens, and API keys from
unauthorized use. Unauthorized transmission or exposure of cardholder or
platform data may result in termination of this Agreement and regulatory
reporting.
</Paragraph>
<Heading>8. E-Sign Disclosure and Consent Electronic Delivery</Heading>
<Paragraph>
By accepting this Agreement, Provider consents to receive electronically
all communications, agreements, notices, disclosures, and documents
related to its account and usage of GiveCorporation services. Provider
acknowledges the required hardware and software for accessing electronic
communications and agrees to maintain updated contact information. You
agree that your electronic signature has the same effect as your manual,
physical signature.
</Paragraph>
<Paragraph>
You can update your primary email address at any time by logging into
your GiveCorporation Account, clicking the icon in the bottom-left
corner, then selecting "Edit Profile" and "Change Email".
</Paragraph>
<Heading>9. Accepted Forms of Payment</Heading>
<Paragraph>
The Service supports domestic and most international cards with these
logos (Visa, MasterCard, American Express, Discover), subject to
verification checks and GiveCorporation’s ongoing discretion.
GiveCorporation may add or remove support for certain payment cards at
any time without prior notice. GiveCorporation may elect only to process
cards that receive an authorization from the applicable issuer. The
Service supports payments via Apple Pay to Merchants in the U.S., if
supported by GiveCorporation’s platform.
</Paragraph>
<Heading>10. Underwriting and Sharing Information</Heading>
<Paragraph>
Cardholder data as a result of card usage such as patterns and activity
is owned by GiveCorporation. GiveCorporation may share Provider
information and transactional data with processors, banks, networks, and
regulatory authorities as necessary for operational, compliance,
underwriting, and risk management purposes.
</Paragraph>
<Heading>11. Provider’s Merchant Transactions</Heading>
<Paragraph>
The Provider’s Merchant may only submit transactions which result from
the bona fide sale of goods and services to a cardholder from its place
of business set forth on the Merchant application.
</Paragraph>
<Paragraph>
Providers ensure that Merchant does not accept a transaction that does
not result from an act between the cardholder and Merchant. A Merchant
is prohibited from submitting a transaction representing sales of goods
or services generated by another merchant (transaction laundering).
</Paragraph>
<Paragraph>
The Provider’s Merchant must not deposit a transaction until the
transaction is completed, the merchandise or services are shipped or
provided (unless the cardholder has paid a partial or full prepayment),
or cardholder consent is obtained for a recurring transaction.
</Paragraph>
<Paragraph>
The Provider’s Merchant will ensure that every transaction contains
GiveCorporation’s unique payment facilitator identifier (assigned to
GiveCorporation Sponsor by Bank) and the Merchant’s identifier (as
assigned to the Merchant by GiveCorporation). Each transaction
authorization and clearing transaction message must identify the
Merchant and include the Merchant’s acceptor business code/MCC that
reflects the primary business of Merchant.
</Paragraph>
<Paragraph>
Providers shall ensure that the cardholder is easily able to understand
that the Merchant is responsible for the transaction, including delivery
of the goods or provision of the services that are the subject of the
transaction, and for customer service and dispute resolution, all in
accordance with the terms applicable to the transaction.
</Paragraph>
<Paragraph>
Merchant Transactions processed through GiveCorporation can be reviewed
by the Provider through the online portal provided by GiveCorporation,
and may be categorized as Pending, Authorized, Declined, Settled,
Voided, Refund Canceled, Refunded, Refund Pending, Chargeback,
Chargeback Reversal based on internal automated processing reviews,
regulatory compliance checks, risk assessments, or verification
outcomes. GiveCorporation retains the authority to reverse or cancel
transactions identified as high-risk, fraudulent, or otherwise
non-compliant.
</Paragraph>
<Heading>12. Provider Fees Upon Refunds and Chargebacks</Heading>
<Paragraph>
In the event a transaction processed by a Merchant associated with the
Provider's account is reversed through a refund or chargeback, any
previously settled Provider fees associated with that transaction will
be deducted from the Provider's subsequent settlement. The deduction
applies to the total Provider fees originally earned on the transaction
in question. Providers acknowledge and agree that GiveCorporation
reserves the right to offset these amounts against future earnings or
available account balances to recover the fees.
</Paragraph>
<Paragraph>
In addition to fee reversals resulting from refunds or chargebacks,
Provider acknowledges that any pattern of elevated chargeback or dispute
activity, as determined by GiveCorporation in its sole discretion, may
trigger enhanced risk management measures. These may include, without
limitation, the imposition or increase of a Reserve, enhanced
monitoring, and review of merchant accounts.
</Paragraph>
<Paragraph>
If one or more merchants onboarded by Provider incur excessive
chargebacks, settlements to Provider may be delayed, adjusted, or
withheld in whole or in part, as reasonably necessary to manage
financial exposure. Provider agrees to cooperate with all related
investigations and remediation efforts.
</Paragraph>
<Heading>13. Payouts and Withdrawals</Heading>
<Paragraph>
Providers must maintain a verified, U.S.-based bank account to receive
disbursements of fees earned by marking up the buy rate. Withdrawals are
processed via ACH transfer upon request and are subject to account
verification, compliance checks, and periodic risk assessments. Initial
withdrawals may be delayed due to onboarding procedures or security
reviews.
</Paragraph>
<Paragraph>
Merchants must also maintain a verified, U.S.-based bank account to
receive settlement funds for processed transactions. Payouts are made
via ACH transfer and are subject to the same verification, compliance,
and risk review processes. Delays in initial payouts may occur as part
of standard security protocols or underwriting evaluations.
</Paragraph>
<Paragraph>
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.
</Paragraph>
<Heading>14. Reserve</Heading>
<Paragraph>
GiveCorporation may require a Reserve to secure potential obligations
arising from chargebacks, returns, or other risk factors. The Reserve
amount is determined at GiveCorporation’s discretion, based on risk and
transaction history.
</Paragraph>
<Paragraph>
At any time and from time to time, the Bank may temporarily suspend or
delay payments to your merchant and/or designate an amount of funds that
the Bank must maintain in the Account ("Reserve") to secure the
performance of 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 Merchant’s use of the Service.
</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 may be raised,
reduced or removed at any time by GiveCorporation, in its sole
discretion, based on your/Merchant’s 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. 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>
A Merchant's account balance under your Provider account must not be
negative at any time, for any reason. Should your Merchant’s account be
negative for greater than a 24 hour period, your Merchant’s 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.
</Paragraph>
<Paragraph>
<strong>In Summary</strong>,<br />
We may require a Reserve to ensure that you can cover chargebacks,
returns, reversals, and other obligations under this Agreement.
</Paragraph>
<Paragraph>
A negative balance may be considered bank fraud. If your account goes
into a negative balance please contact{" "}
<a href="mailto:providers@givepayments.com">
providers@givepayments.com
</a>{" "}
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 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
Provider/your Merchant funds are held. (The pooled account is different
from the Reserves funds).
</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. (This is different from the funds in
your Reserves). 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>
<Heading>16. Cardholder Data Security</Heading>
<Paragraph>
Providers handling, transmitting, or storing cardholder data must comply
with PCI DSS standards at all times and maintain security protocols to
safeguard this data.
</Paragraph>
<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>
<Heading>Provider Obligations Toward Merchant PCI Compliance</Heading>
<Paragraph>
As a Provider, you are responsible for ensuring that any merchant using
your services for the storage, processing, or transmission of Cardholder
Data complies with PCI DSS at all times. This includes implementing and
maintaining appropriate controls, security protocols, and technical
safeguards in line with industry best practices and applicable Operating
Regulations. You must confirm that each merchant partner:
</Paragraph>
<UList>
<ListElement>
Has validated their PCI DSS compliance status where required;
</ListElement>
<ListElement>
Uses only PCI DSS-compliant service providers;
</ListElement>
<ListElement>
Stores, processes, or transmits Cardholder Data solely for the purpose
of fulfilling legitimate transactions and for post-transaction
activities as permitted;
</ListElement>
<ListElement>
Removes Cardholder Data from their systems within 24 hours after
receiving an authorization decision;
</ListElement>
<ListElement>
Does not retain or use Cardholder Data for marketing or other
non-transactional purposes without explicit consent from the customer;
</ListElement>
<ListElement>
Complies with all relevant data protection and privacy regulations.
</ListElement>
</UList>
<Paragraph>
GiveCorporation reserves the right to request evidence of such
compliance from you and/or your merchant partners and to take
appropriate measures, including service suspension or termination, in
the event of non-compliance.
</Paragraph>
<Heading>17. Taxes</Heading>
<Paragraph>
Provider is responsible for determining any and all taxes assessed,
incurred, or required to be collected, paid, or withheld, in connection
with the use of the Service. Provider is 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 the use of the
Service. GiveCorporation fulfills mandatory IRS reporting obligations.
</Paragraph>
<Heading>18. Customer Service</Heading>
<Paragraph>
Providers shall bear sole responsibility for all customer service
matters arising from or relating to their goods or services, and shall
ensure that their merchants are equally responsible for such matters.
This responsibility includes, without limitation, matters concerning
pricing, order fulfillment, order cancellations (initiated by either the
merchant or the customer), returns, refunds and adjustments, rebates,
product functionality and warranties, technical support, and any
feedback related to the conduct, policies, or procedures of the Provider
or its merchants.
</Paragraph>
<Paragraph>
In the performance of customer service functions, Providers shall
clearly and consistently identify themselves as independent entities,
separate and distinct from GiveCorporation. Providers shall ensure that
their merchants adhere to the same standard of representation.
</Paragraph>
<Paragraph>
Additionally, Providers shall cooperate fully with GiveCorporation and
any related API application to ensure that purchasers are provided with
accurate and accessible customer service information. Such information
must include, at a minimum, a current and active customer service email
address and telephone number. Providers shall ensure that their
merchants maintain the same level of accessibility and transparency.
</Paragraph>
<Heading>19. Set-off and Collection Rights</Heading>
<Paragraph>
GiveCorporation may offset Provider obligations from any funding source
associated with your Account funds or initiate collection measures if
debts remain unsettled.
</Paragraph>
<Heading>20. Dormant Accounts</Heading>
<Paragraph>
Inactive Provider accounts are subject to closure and escheatment in
accordance with applicable laws after appropriate notification.
</Paragraph>
<Paragraph>
If no activity (such as a login or disbursement) occurs in the account
for the period defined by relevant unclaimed property laws and a balance
remains, a notification may be sent to the Provider’s registered email
address. Additional notice may also be provided by U.S. mail.
</Paragraph>
<Paragraph>
The Provider will be given the option to keep the account open, withdraw
the remaining funds, or request a check. If no response is received
within the timeframe specified in the notice, the account may be closed
and the remaining balance (less any applicable processing fee) escheated
in accordance with applicable law.
</Paragraph>
<Paragraph>
If no activity is detected in a GiveCorporation account for an extended
period, the Provider will be notified of the available options.
</Paragraph>
<Heading>21. Privacy and Security</Heading>
<Paragraph>
By accepting this Agreement, the Provider confirms that they have read,
understood, and accepted GiveCorporation’s{" "}
<a href="/privacy">Privacy Policy</a>. The Provider also agrees to
comply with the <a href="/privacy">Privacy Policy</a> and must maintain
strict security measures to protect personal and transactional data,
promptly reporting any breaches to GiveCorporation.
</Paragraph>
<Paragraph>
GiveCorporation has implemented technical and organizational measures
designed to secure the Provider’s personal information from accidental
loss and from unauthorized access, use, alteration, or disclosure.
However, GiveCorporation cannot guarantee that unauthorized third
parties will never be able to defeat those measures or use the
Provider’s personal information for improper purposes. The Provider
acknowledges that they provide their personal information at their own
risk. If the Provider discovers a security-related issue, they agree to
inform the GiveCorporation Security Team immediately by contacting{" "}
<a href="mailto:security@givecorporation.com">
security@givecorporation.com
</a>
. The Provider also agrees not to disclose the issue until
GiveCorporation has addressed it.
</Paragraph>
<Heading>22. Service Level Agreement (SLA)</Heading>
<Paragraph>
GiveCorporation maintains a{" "}
<a href="/service_level_agreement">Service Level Agreement (“SLA”)</a>{" "}
that describes the scope of services, service boundaries, availability
commitments, and security obligations applicable to the Services. The
SLA is made available to the Provider for review and informational
purposes and may be updated from time to time.
</Paragraph>
<Heading>23. Intellectual Property Rights</Heading>
<Paragraph>
The Service is licensed and not sold. GiveCorporation reserves all
rights not expressly granted to the Provider 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 the Provider any rights to
GiveCorporation's trademarks or service marks, nor may the Provider
remove, obscure, or alter any of GiveCorporation's trademarks or service
marks included in the Service.
</Paragraph>
<Paragraph>
The Provider may choose to, or GiveCorporation may invite the Provider
to, submit comments or ideas about the Service, including without
limitation ideas about how to improve the Service or GiveCorporation’s
products (“Feedback”). By submitting Feedback, the Provider agrees that
such disclosure is gratuitous, unsolicited, and without restriction and
will not place GiveCorporation under any fiduciary or other obligation.
GiveCorporation is free to use the Feedback without any additional
compensation to the Provider, and/or to disclose the Feedback on a
non-confidential basis or otherwise to anyone. The Provider further
acknowledges that, by acceptance of such submission, GiveCorporation
does not waive any rights to use similar or related ideas previously
known to GiveCorporation, developed by its employees, or obtained from
sources other than the Provider.
</Paragraph>
<Heading>24. Indemnification</Heading>
<Heading>A. Provider Indemnification</Heading>
<Paragraph>
For the avoidance of doubt, Provider’s indemnification obligations are
limited to losses directly caused by Provider’s acts or omissions.
Provider shall not be responsible for any merchant processing losses,
including chargebacks, fraud losses, refunds, or acquirer or network
assessments, except to the extent such losses arise directly from
Provider’s breach of this Agreement, violation of applicable law, or
unauthorized, misleading, or inaccurate representations regarding
GiveCorporation’s services.
</Paragraph>
<Heading>B. P2P Indemnification</Heading>
<Paragraph>
You agree to defend, indemnify, and hold harmless GiveCorporation, its
affiliates, officers, directors, employees, and agents from and against
any and all claims, damages, obligations, losses, liabilities, costs, or
expenses (including reasonable attorneys’ fees) arising from or related
to:
</Paragraph>
<Paragraph>
<Paragraph>
I. Misuse of Services: Your fraudulent, unlawful, or prohibited use of
GiveCorporation's (P2P) services.
</Paragraph>
<Paragraph>
II. Data & Privacy Breaches: Any violation of privacy, data
protection, or financial services regulations caused by your actions.
</Paragraph>
<Paragraph>
III. Third-Party Claims: Disputes, investigations, or claims made by
third parties (including recipients, card issuers, financial
institutions, or regulators) in connection with your transactions.
</Paragraph>
<Paragraph>
IV. Breach of Agreement: Your failure to comply with these Terms of
Service, GiveCorporation's Acceptable Use Policy, or the Fraud and
Identity Theft Prevention Policy.
</Paragraph>
<Paragraph>
V. Chargebacks & Reversals: All costs and liabilities associated with
disputed transactions, chargebacks, or unauthorized use of your linked
payment instruments.
</Paragraph>
<Paragraph>
VI. GiveCorporation reserves the right to recover indemnified amounts
by deducting from your available balance, withholding payouts, or
debiting any linked payment method, to the extent permitted by law.
</Paragraph>
<Paragraph>
VII. These indemnification obligations survive the termination or
suspension of your account and your use of GiveCorporation's services.
Exclusions: GiveCorporation is not liable for any indirect,
incidental, or consequential damages, or for losses caused by
circumstances beyond its reasonable control, including but not limited
to force majeure events, telecommunications failures, or systemic
banking outages.
</Paragraph>
<Paragraph>
VIII. Consumer Rights: Nothing in this section limits any mandatory
consumer protections granted under applicable law.
</Paragraph>
</Paragraph>
<Heading>25. Representations and Warranties</Heading>
<Paragraph>
<strong>Provider represents and warrants that:</strong>
</Paragraph>
<Paragraph>
(a) it has full power, right, and authority to enter into and perform
its obligations under this Agreement and is eligible to register for and
use the Service;
</Paragraph>
<Paragraph>
(b) the name provided by Provider at the time of registration is its
legal name or the business name under which it offers goods and/or
services;
</Paragraph>
<Paragraph>
(c) each sales transaction submitted through the Service constitutes a
bona fide sale of goods and/or services;
</Paragraph>
<Paragraph>
(d) each transaction submitted accurately describes the goods and/or
services sold and delivered to the purchaser;
</Paragraph>
<Paragraph>
(e) it will fulfill all of its obligations to each purchaser for whom a
transaction is submitted and will resolve any consumer dispute or
complaint directly with the Merchant and purchaser;
</Paragraph>
<Paragraph>
(f) it and all transactions initiated by it will comply with all
applicable federal, state, and local laws, rules, and regulations,
including applicable tax laws;
</Paragraph>
<Paragraph>
(g) except in the ordinary course of business, no transaction submitted
through the Service will represent a sale to any principal, partner,
proprietor, or owner of Provider;
</Paragraph>
<Paragraph>
(h) it will not use the Service, directly or indirectly, for any
fraudulent or deceptive activity or in any way that interferes with the
proper operation of the Service;
</Paragraph>
<Paragraph>
(i) its use of the Service will be in full compliance with the terms of
this Agreement.
</Paragraph>
<Paragraph>
(j) You expressly acknowledge and agree that you are assuming the risk
of compliance for your merchants.
</Paragraph>
<Heading>26. 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, fitness for a particular purpose, or
non-infringement.
</Paragraph>
<Paragraph>
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.
</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>
<Heading>27. 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.
</Paragraph>
<Paragraph>
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 the 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:
</Paragraph>
<Paragraph>(i) errors, mistakes, or inaccuracies of content;</Paragraph>
<Paragraph>
(ii) personal injury or property damage, of any nature whatsoever,
resulting from access to or use of the service;
</Paragraph>
<Paragraph>
(iii) any unauthorized access to or use of our secure servers and/or any
and all personal information stored therein;
</Paragraph>
<Paragraph>
(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;
</Paragraph>
<Paragraph>
(v) any bugs, viruses, trojan horses, or the like that may be
transmitted to or through the service by any third party;
</Paragraph>
<Paragraph>
(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; <br />
and/or
</Paragraph>
<Paragraph>
(vii) the defamatory, offensive, or illegal conduct of any third party.
</Paragraph>
<Paragraph>
In no event shall GiveCorporation, its processors, agents, suppliers,
licensors, networks, or the bank (or their respective affiliates,
agents, directors, and employees) be liable 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>
<Heading>28. Termination and Effect of Termination</Heading>
<Paragraph>
<strong>Termination</strong>
<br />
If your GiveCorporation Account is terminated due to risk
considerations, compliance requirements, reputational concerns, or any
other legitimate reasons, 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
GiveCorporation shall not be liable to you or any third party for
termination of access to the Service, deletion of your information or
Account data, or export of your information or Account data.
</Paragraph>
<Paragraph>
<strong>In Summary,</strong>
<br />
You should understand the consequences of termination of your
GiveCorporation Account.
</Paragraph>
<Paragraph>
<strong>Your Right to Terminate</strong>
<br />
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>
<Paragraph>
<strong>Our Right to Terminate</strong>
<br />
We may terminate this Agreement and close your GiveCorporation Account
due to risk considerations, compliance requirements, reputational
concerns, or any other legitimate reasons 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>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>
<Paragraph>
<strong>Effect of Termination</strong>
<br />
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>29. 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 at{" "}
<a href="mailto:providers@givepayments.com">
providers@givepayments.com
</a>{" "}
with any dispute. If we cannot resolve your concerns, we agree to a
dispute resolution process requiring individual arbitration.
<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>
</Paragraph>
<Heading>30. 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>
<Heading>31. 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.{" "}
<br />
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 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>32. 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>
Upon termination of this Agreement, certain sections of it will remain
in effect.
</Paragraph>
<Heading>33. Governing Law and Jurisdiction</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>
<Heading>34. 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>
<Heading>34(b) Change of Control; Provider Ownership Transfer</Heading>
<Paragraph>
In the event of any sale, merger, acquisition, restructuring, or other
change of control of Provider’s legal business entity, the successor or
acquiring party shall not obtain any rights under this Agreement unless
and until such party has completed GiveCorporation’s Provider
underwriting process and has been approved by GiveCorporation in its
sole discretion. GiveCorporation and/or its acquiring bank may deny
sponsorship to any successor or acquiring party for any reason,
including risk, compliance, financial, or reputational considerations.
For the avoidance of doubt, Provider may not transfer or assign its
Provider account, residual rights, or any other benefits under this
Agreement to any third party (including in connection with a change of
ownership) without GiveCorporation’s prior written consent and
successful re-underwriting of the new owner
</Paragraph>
<Heading>35. 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>
<Heading>36. Amendment of Agreement</Heading>
<Paragraph>
GiveCorporation has the right to change or add to the terms of this
Agreement at any time, and to change, delete, discontinue, or impose
conditions on any feature or aspect of the software or Service with
notice that GiveCorporation, in its sole discretion, deems to be
reasonable in the circumstances, including notice on its website or any
other website maintained or owned by GiveCorporation and identified to
the Provider. Any use of the software or Service by the Provider after
publication of any such changes shall constitute the Provider’s
acceptance of this Agreement as modified.
</Paragraph>
<Paragraph>
For the purposes of this Section 35, a written instrument shall mean a
document that includes the updated terms and is signed by both parties.
Electronic communications such as email or website notices alone shall
not constitute a valid amendment; however, GiveCorporation will send a
formal notification of any changes along with a request to review and
sign the revised Agreement.
</Paragraph>
<Heading>37. 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>38. 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}
style={{ wordBreak: "break-all" }}
>
{SELF_ASSESSMENT_ATTESTATION_OF_COMPLIANCE_URL}
</a>{" "}
to ensure your business meets the PCI DSS standards.
</Paragraph>
<Heading>39. Previous Terminations Disclosure</Heading>
<Paragraph>
You hereby disclose whether any previous independent sales organization,
payment provider, or similar agreement has been terminated or is
currently subject to termination proceedings. You acknowledge and
understand that providing false or incomplete information, or failing to
disclose a prior termination, may result in the rejection of this
application or the subsequent termination of any account or agreement
established pursuant to it.
</Paragraph>
<Heading>40. Contacting GiveCorporation</Heading>
<Paragraph>
If you have questions or concerns regarding this agreement, you may
email us at{" "}
<a href="mailto:legal@givecorporation.com">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>41. Acceptance</Heading>
<Paragraph>
By signing, Provider confirms having read, fully understood, and agreed
to adhere to all detailed terms in this Agreement.
</Paragraph>
</>
);
};
export default memo(TermsOfServiceContentProvider);
|