RETAIL LOCKBOX MERCHANT SERVICES LLC
PAYSTATION® Non-Logon
CLICK-THROUGH TERMS AND CONDITIONS
These Terms and Conditions (the “Agreement”) govern Retail Lockbox Merchant Services, LLC, a Washington limited liability company with headquarters at 105 14th Avenue, Suite 300, Seattle, WA 98122, (hereinafter “RLMS”) services to Customer and are effective upon CUSTOMER’S electronic acceptance.
In connection with this Agreement, Customer has entered into a Sub-Merchant Processing Agreement with Payment Data Systems, Inc. (the “USIO Agreement”).
1. Paystation® Access. Subject to the terms of this Agreement, RLMS will enable Customer as a payee on RLMS’s proprietary www.paystation.com payment portal enabling bill payers to process payment to Customer without requirement for access or logon credentials (the “System”). The System is an external facing website that does not require users to register or login and that allow users to make one-time payments for amounts owed to Customer. As users make payments, RLMS will gather both the billing information for the payment and the information required for posting to Customer accounts receivable system. The System is hosted by RLMS. There will be a series of four steps to make a payment:
Account Details
Payment Details
Confirm Details
Payment Confirmation/receipt
Standard branding includes Customer logo, sample statement, and Customer name. Customer will receive a daily report of everything that is processed online successfully.
2. Definitions. The following definitions shall apply: (a) “RLMS Product(s)” means the computer software applications owned and developed by RLMS and accessible through the System as well as any documentation furnished to the CUSTOMER or a user concerning the use of such applications. (b) "Interface" shall mean the graphical user interface of the System and associated code developed by RLMS to facilitate communication and data transfer between the System, any third-party applications used in connection with the System and a user or CUSTOMER’s customer. (c) "User(s)" shall mean an individual or entity who by use of the System agrees and accepts all the terms and conditions herein. (d) “Agents” means any duly authorized agent of RLMS, including bank affiliate or Automated Clearing House Network (“ACH”) operator governed by the National Automated Clearing House Association (“NACHA”) operating rules that enable depository financial institutions to exchange payments. (e) “Transaction” is defined as the posting of an amount to an account and/or the processing of a check.
3. Term; Termination. This Agreement governs Customer’s use of the System until terminated upon notice by RLMS to Customer. This Agreement may be terminated by either party for cause upon giving the other party written notice of the breach of this Agreement committed by the other party and giving the other party a reasonable time to cure the breach. RLMS may cancel this Agreement for any reason, or no reason at all, by providing CUSTOMER with seven (7) days’ notice.
4. Fees and Payment. Customer shall timely pay fees due pursuant to the USIO Agreement, a portion of which will be remitted to RLMS. In the event of a payment default by Customer of its obligations under the USIO Agreement, RLMS may bill and collect fees directly from Customer.
5. Covenants. RLMS and CUSTOMER each agree that it will be in compliance with the current rules and regulations of the National Automated Clearing House Association (“NACHA”) and/or all regional payment alliances associated with NACHA and any other applicable rules, regulations, laws and card association rules (collectively the “NACHA Rules”) applicable to it at all times during the term of this Agreement. All NACHA Rules are hereby incorporated herein by reference including any changes and updates to the NACHA Rules. In the Event of any inconsistency between the NACHA Rules and this Agreement the NACHA rules shall prevail and control. In addition, RLMS may publish to CUSTOMER and other companies its own standard operating and implementation guidelines for the Services with respect to specific NACHA Rules which will govern and apply to this Agreement as if set forth herein. Furthermore, during the Term of the License CUSTOMER hereby agrees: (a) CUSTOMER will bear the full financial liability of processing the ACH transactions and agrees to the Terms and Conditions of the ACH Agreement available at http://www.paystationmerchantexpress.com/terms-conditions; (b) CUSTOMER hereby indemnifies RLMS and its Agents against any loss for its own or its customer’s account, or damage, reasonable attorneys' fees or liability incurred by it on account of CUSTOMER's breach of this Agreement or CUSTOMER’s, or its customers, transmittal of any transaction or file through the System, and (c) RLMS and its Agents may rely on the authority of such transmittals without inquiry if such transmittals are received by RLMS or its Agents on the System or on the RLMS Site.
6. RLMS Covenants. During the term of the license, RLMS agrees that it will comply with the NACHA rules and guidelines and credit card association rules and guidelines. RLMS will provide commercially reasonable procedures for the functionality of the System including system audit and disaster recovery procedures. RLMS shall be responsible for creating the electronic ACH and/or Credit Card transaction information file and submitting the file to the check and/or credit card operator as designated by RLMS.
7. Intellectual Property Representation. RLMS warrants and represents that it owns or has the right and authority to use all such intellectual property, copyrighted materials or trademarks, which make up the System and are used in the services provided to CUSTOMER, and that such use of the System does not as of the Effective Date knowingly infringe or violate any copyright or other property rights.
8. Confidentiality and Non-Disclosure. CUSTOMER and RLMS each agrees that information regarding the other party's operations, strategies, organization, finances, business, trade secrets, pricing, and Customer Information obtained from the other party, whether marked confidential or not, and any information obtained from the other party that is marked confidential or about which notice of confidentiality is given within 30 days of the receiving party's receipt of such information ("Confidential Information") shall be held in confidence and shall be used only for purposes of this Agreement. At the termination of this Agreement, each party shall, at the written request of the other party, either return to the other party or destroy all Confidential Information provided by the other party in whatever form or medium and so certify to the other party in writing. In no event shall either party use Confidential Information to compete with the other party in its business.
9. Maintenance and Support. RLMS will maintain the System in accordance with its internal policies. CUSTOMER will be notified via electronic mail of routine maintenance or System downtime and RLMS will make reasonable effort to schedule it outside of regular business hours.
10. Notices. Unless otherwise noted herein, any notice hereunder shall be deemed to have been given and received (I) upon receipt if personally delivered in writing (ii) one business day after being sent via overnight express courier, or (iii) three business days after being mailed through the United States Post Office by registered or certified mail, return receipt requested. All notices shall be sent to the address set forth below or at such other address to which notice is to be given, at least thirty days prior to initial use of revised address, as provided at end of Agreement. A copy of any notice of breach or termination sent to RLMS shall be delivered to the following:
Retail Lockbox Merchant Services, LLC
105 14th Avenue, Suite 300
Seattle, WA 98122
Attn: Legal Department
11. Disclaimer of Warranties; Limitation of Liability. The System is provided to CUSTOMER "AS IS". Other than as expressly set forth herein, RLMS expressly disclaims, and CUSTOMER hereby expressly waives, all warranties, express or implied, including, without limitation, warranties of title, warranties of CUSTOMER ability and fitness for a particular purpose, or warranties as to any results to be obtained from the System or information or results derived therefore. RLMS does not warrant access to the System or that access to the System will be uninterrupted or error-free. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR SAVINGS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR USE OF THE SYSTEM, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION OR THEORY ASSERTED. THE maximum aggregate liability of RLMS or its Agents under this agreement shall be a sum equal to the aggregate payments made by CUSTOMER to RLMS FOR THE PRECEEDING One (1) MONTH PERIOD.
12. Indemnification. CUSTOMER shall indemnify, defend and hold RLMS harmless from and against all claims, actions, losses and expenses, including attorney's fees and costs, incurred by RLMS arising out a third-party claim related to or in connection with CUSTOMER’s breach of this Agreement or the NACHA Rules or wrongful use of the Services. This indemnification shall survive the termination of this Agreement.
13. Force Majeure. Neither party shall be liable, or be deemed to be in default, to the other by reason or account of any delay or omission caused by an event beyond their control (each, a “Force Majeure Event”). The time of performance of each party’s obligations under this Agreement shall be extended for so long as such Force Majeure Event continues; provided, however, that in the event such period of extended delay exceeds thirty days in respect of a party, the other party may terminate this Agreement upon notice to such party.
14. Termination. Either party may immediately terminate this Agreement without notice in the event of: (a) any act of fraud or dishonesty is committed by the other party, its employees and/or its agents or that a party or its agents believes in good faith that such parties committed, are committing or are planning to commit any acts of fraud or misrepresentation; (b) the other party breaches this Agreement or any representation or warranty made by the other party in this Agreement is not true and correct; (c) the other party files a petition under any bankruptcy or insolvency law.
15. Relationship of the Parties. The relationship of RLMS to CUSTOMER shall be that of an independent contractor. Nothing herein shall be construed to constitute the parties as partners or joint ventures, or as employees or agents of the other. It is understood that in order for RLMS to enable CUSTOMER to accept customer payments by facilitating ACH and/or Credit Card transactions, and to submit such payments to CUSTOMER, RLMS may need to process certain forms with Agents on CUSTOMER’s behalf. For CUSTOMER’s convenience, CUSTOMER hereby acknowledges, agrees, and authorizes RLMS to provide necessary CUSTOMER information, including without limitation, and any information provided herein, to RLMS’s Agents and to sign such forms on CUSTOMER’s behalf.
16. Miscellaneous. This Agreement shall not be amended except by written agreement signed by both parties. CUSTOMER acknowledges and agrees that RLMS may use one or more Agents to perform under this Agreement, including for Hosting the System and maintaining and developing the Interface or the RLMS Products. All terms of this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their successors and permitted assigns. Any provision of this Agreement which is unenforceable under any applicable law of any jurisdiction will be ineffective as to such jurisdiction without affecting any other provision in this Agreement, and the remaining provisions of this Agreement shall remain valid and binding enforceable in accordance with its terms and interpreted to achieve the same economic effect as the original Agreement. In addition, any interpretation of this Agreement shall not be construed against the party who drafted same. Each of the parties represents and warrants that it has the requisite power and authority to execute, deliver and perform this Agreement, and that such execution, delivery and performance shall not constitute a violation or breach of any charter or by-law or any other provision of any other agreement to which RLMS or CUSTOMER is a party or by which it may be bound.
17. Governing Law; Arbitration; Attorneys Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington and the United States. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Seattle, WA before one (1) arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. In the event of any dispute arising out of or related to the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees, court costs and collection expenses in addition to any other recovery.
18. Entire Agreement. The parties agree that this Agreement, including the ACH Services Agreement which is an integral part hereof, together with the USIO Agreement evidence the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes and merges all previous communications, representations, understandings and agreements, whether oral or written, between the parties with respect to the subject matter hereof.
BY CLICKING “I ACCEPT,” CUSTOMER CONFIRMS ITS AGREEMENT TO BE BOUND BY THIS AGREEMENT AND THE ACH TERMS AS UPDATED FROM TIME TO TIME ON THE PAYSTATION WEBSITE.
RETAIL LOCKBOX MERCHANT SERVICES LLC
ACH SERVICES TERMS
Last Amended: January 6, 2019
These ACH SERVICES TERMS (“Terms”) apply to all RLMS Paystation Services CUSTOMERS and are effective upon acceptance by CUSTOMER of the RLMS Paystation Non-Logon Terms and Conditions (the “Effective Date”). These Terms may be amended from time to time by RLMS and are binding against CUSTOMER as amended. The current version of the Terms will be available to CUSTOMER at http://www.paystationmerchantexpress.com/terms-conditions.
1. MERCHANT ACCOUNTS: CUSTOMER agrees to immediately reimburse RLMS for any shortfalls that occur due to non-sufficient funds in the commercial demand deposit checking accounts (the “Merchant Accounts”) designated by CUSTOMER for use in conjunction with the Services. RLMS reserves the right to delay the availability of funds for deposit without prior written notices to CUSTOMER if in its sole discretion RLMS deems itself at financial or relative risk for any and all services performed under this Agreement.
2. RIGHT OF SETOFF: CUSTOMER may be required to maintain a reserve (“Settlement Reserve”) of an amount to be solely determined by RLMS. CUSTOMER hereby acknowledges and agrees that any Settlement Reserve will be deposited in a RLMS account for exclusive use by RLMS for purposes of offsetting any CUSTOMER obligations under this Agreement. If CUSTOMER's Settlement Reserve falls below the required amount, CUSTOMER authorizes RLMS to immediately replenish the Settlement Reserve to an amount to be determined by RLMS via an ACH debit to the CUSTOMER Account or by a direct deposit to the Settlement Reserve. No interest will be paid on the Settlement Reserve. CUSTOMER grants RLMS a Security interest in any Settlement Reserve so that RLMS may enforce any obligation owed by CUSTOMER under this Agreement without notice or demand to CUSTOMER.
CUSTOMER's obligation to maintain a Settlement Reserve shall survive the termination of this Agreement for the duration of the Termination Period during which time RLMS’ security interest shall continue.
3. RLMS shall have a right of setoff against any and all fees, Returns and Refunds owed RLMS by CUSTOMER under this Agreement. CUSTOMER hereby authorizes RLMS to either initiate transaction entries to CUSTOMER’s depository account number, (and as those numbers may be changed, any new account numbers provided to RLMS) without additional authorization or consent for any balance due RLMS, including amounts due associated with any ACH reversal initiated by a Customer’s financial institution for reasons such as cancellation of order, non-receipt of goods or services purchased, or fraud (“Chargeback(s)”). In the event that an ACH reversal initiated by a Customer’s financial institution for reasons such as cancellation of order, non-receipt of goods or services purchased, or fraud is unable to collect monies owed from CUSTOMER by these methods, CUSTOMER authorizes an ACH reversal initiated by a Customer’s financial institution for reasons such as cancellation of order, non-receipt of goods or services purchased, or fraud to instruct the CUSTOMER’s bank to return any monies originally transferred by an ACH reversal initiated by a Customer’s financial institution for reasons such as cancellation of order, non-receipt of goods or services purchased, or fraud to CUSTOMER, until the balance of CUSTOMER‘s ACH account with RLMS is brought current with a zero balance. If RLMS reasonably believes that a Chargeback or refund is likely with respect to any transaction submitted by CUSTOMER to RLMS, RLMS may withhold from payments otherwise due to CUSTOMER under this Agreement until such time that: (a) RLMS is charged back by Customer’s bank, in which case RLMS shall retain the funds; (b) the period of time under applicable law or regulation by which the Customer may dispute the ACH charge and the Customer’s bank may exercise its chargeback rights has expired (generally 60 days from the date the financial institution first made available to the Customer its bank statement with the applicable charge transaction listed on it); and/or (c) RLMS determines that a Chargeback on the ACH charge requested by CUSTOMER will not occur. CUSTOMER further grants RLMS permission to initiate adjustment entries to CUSTOMER’s checking account in the event of erroneous transactions being posted to said account.
4. PRICING AND PAYMENT: CUSTOMER acknowledges that RLMS fees are inclusive of the service fees charged and remitted pursuant to the USIO Agreement
5. PROCESSING DEADLINE: RLMS has specific processing deadlines imposed by its ODFI (“Originating Depository Financial Institution”) and the ACH Operator. Files received by the deadline will be transmitted that day to the Federal Reserve RLMS for settlement on the effective entry day. Files received after the deadline will be processed the next business day.
6. ENTRIES: CUSTOMER shall be responsible for the accuracy and propriety of all Entries submitted to RLMS for processing, as well as responsible for obtaining all required approvals for the processing of the Entry from the Customer. CUSTOMER shall be liable for each Entry and warrants that its Entries comply with the NACHA Rules.
7. DISCREPANCIES: In the event of any conflicts in the instructions received by RLMS regarding the CUSTOMER or any Entries relating to them, RLMS may at its option and with or without notice, hold or interplead, comply with the legal process or other order, or otherwise limit access by the CUSTOMER or by RLMS to the funds, Entries or proceeds thereof.
SECURITY PROCEDURES: CUSTOMER shall comply with the security procedures described herein and as set forth in the NACHA Rules; CUSTOMER acknowledges that the purpose of such security procedure is for verification of authenticity and not to detect an error in the transmission or content of an Entry. No security procedure for the detection of any such error has been agreed upon between RLMS and CUSTOMER. CUSTOMER is strictly responsible to establish and maintain the procedures to safeguard against unauthorized transmissions.