PayGrove Terms of Service

These Terms of Service are a legal agreement (this "Agreement") between you (“Sub-Merchant”, "you" or "your") and PayGrove, Inc. ("PayGrove," "we," "our" or "us"). As used in this Agreement, "Service" or “Services” refers to PayGrove's payment processing services, as well as our website, any software, programs, documentation, tools, hardware, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by PayGrove, directly or indirectly, including, but not limited to, access to PayGrove’s cloud-based online resident payment portal for senior living communities offering payment processing solutions for in-person and online payments via desktops, smartphones and tablets. To use the Service, you must agree to all the terms of this Agreement. 

Throughout this Agreement, there are “Simply Stated” provisions.  You understand that these “Simply Stated” provisions have been placed in this Agreement in an effort simply the terms herein.  You acknowledge and agree that it your responsibility to read the entire Agreement and that you are not relying solely on the “Simply Stated” provisions in entering into this Agreement.  You also agree that the “Simply Stated” provisions are not considered a part of the terms of this Agreement, but they are merely commentary provided to you for your convenience.

This Agreement incorporates by reference all policies, notices, and other content that appear on our website at www.PayGrove.com  (collectively, the "Website").

Simply Stated,

You must agree to everything on this page and the Website.

1.         Sub-Merchant Relationship with PayGrove and Others

PayGrove provides the Service to Sub-Merchant to facilitate receipt by Sub-Merchant of payments by card and bank transfer. These transactions are between Sub-Merchant and persons who pay them ("Purchasers"). Neither PayGrove, nor any bank, is a party to these transactions. For payments by card, PayGrove initiates the payment process by providing information to a processor that sends it to a bank that is a member of Visa U.S.A., Inc., Visa International ("Visa"), MasterCard International Incorporated ("MasterCard"), American Express Travel Related Services Company Inc. ("American Express"), or other payment card networks, association, or companies (collectively, the "Networks"). The processor and member bank are referred to collectively as the "Bank". The Bank is obligated to pay Sub-Merchant under both (a) the provisions of its agreement with PayGrove, and (b) the by-laws, operating regulations and all other rules, policies and procedures of the Networks as in effect from time to time (the "Operating Regulations"), that make the Bank responsible for settling with you. For payments by bank transfer, PayGrove initiates the payment process by providing information to the Bank through the National Automated Clearing House (“ACH”).

Sub-Merchant must register with PayGrove. To register, Sub-Merchant must provide information, including email address and a self-selected password, in order to create an account ("Account"). You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken under them. PayGrove may ask Sub-Merchant for additional information to identify each person that opens an account, such as street address, telephone number, tax identification number (such as Social Security Number), date of birth and beneficial ownership information (where applicable). You agree to provide supplemental documentation upon request (including but not limited to: articles of incorporation, passports, driver's license or a business license). You agree that the identity information provided is complete and accurate to the best of your knowledge and authorize PayGrove, directly or through third parties, to make inquiries or verify that this information is accurate (for example, through social media or third party databases). You specifically authorize PayGrove to request a consumer report that contains your name and address.

You must provide accurate and complete information to PayGrove. Specifically, when you register for PayGrove, you must demonstrate that you can receive email at the email address you provide. If you do not confirm your email address, then (a) fourteen (14) days after you accept your first payment, you will not be able to accept additional payments, and (b) thirty (30) days after you accept your first payment, the Bank will refund to your payers all of the payments you have accepted. In addition, in order to settle the payments you have accepted to your bank account or other instrument, you must provide to PayGrove identity and settlement information (such as your bank account information). If you do not provide identity and settlement information, then (a) thirty (30) days after you accept your first payment, you will not be able to accept additional payments, and (b) unless you provide identity and settlement information promptly, the Bank will refund to your payers all of the payments you have accepted. Finally, if at any time PayGrove is unable to verify that the identity information you provided is correct and up-to-date, then, unless you provide verifiable information promptly, (a) PayGrove will disable your Account so that you cannot accept additional payments, and (b) the Bank will refund to your payers all of the payments that you have accepted but not settled. Neither the Bank nor PayGrove will have any liability to you for your inability to accept payments or for refunds pursuant to this paragraph.

PayGrove allows individuals, businesses, and non-profit organizations to register for PayGrove 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. Sub-Merchant must be either a United States citizen, a legal permanent resident of the United States, or a United States business or nonprofit organization having a physical presence in the United States and authorized to conduct business by the state in which it operates. You must be eighteen (18) years of age or older to open an Account. You may open an Account for a business or nonprofit organization only if it is legitimate and you have the authority to enter into this Agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by the business or nonprofit organization.  Each Account must be linked to a verified U.S. bank account.

During the term of this Agreement, PayGrove agrees to provide Services to you pursuant to the terms and conditions in this Agreement.  PayGrove Services are comprised of a cloud-based online resident payment portal (the “PayGrove Portal”) for senior living communities throughout the United States (“Facilities”) offering payment processing solutions for in-person and online payments via desktops, smartphones and tablets. The Services include:

·       Hosting: The PayGrove Portal will at all times be hosted by PayGrove in the cloud or on PayGrove’s servers.

·       Sub-Merchant Processing Platform: Except to the extent mutually agreed to in writing by the parties, the platform created by integrating your systems and Facilities with the PayGrove Portal (“Sub-Merchant Processing Platform”) will offer two (2) solutions to each Facility and its residents, family members and other responsible third parties (collectively “Customers”).  PayGrove will provide all electronic payments-related billing functions for all processing services for your residents.

o   Credit/Debit-only Processing: Traditional merchant processing (credit/debit card) with payments processed via PayGrove’s merchant acquirer (with PayGrove processing these accounts for Visa/MasterCard/Discover and other payment methods mutually agreed upon).

o   E-check/ACH-only Processing: E-check/ACH processing with payments processed via PayGrove’s ACH processor.

·       [VC1] Settlement: Notwithstanding anything to the contrary contained herein or attached to this Agreement, PayGrove hereby covenants that it will use commercially reasonable efforts to facilitate settlement of your transactions within twenty-four (24) hours of the date that your sales data is transmitted to PayGrove or PayGrove’s merchant acquirer (other than Sundays or national banking holidays, in which case the deposit will be the next business day), and in any event, PayGrove will promptly settle to your Sub-Merchant-Owned Designated Account (as such term is defined in Exhibit A) any funds settled by Acquirer to the Sub-Merchant-Owned Designated Account. PayGrove further covenants that it will use commercially reasonable efforts to facilitate the deposit of settlement funds into one or more accounts designated by you and will be immediately available funds. 

·       Technical Service Level: PayGrove will use commercially reasonable efforts to cause the Sub-Merchant Processing Platform to be available twenty-four (24) hours a day, seven (7), 365 days per year with an uptime of not less than 99.9% of the time, excluding schedule maintenance.

·       Support: During the term of this Agreement, PayGrove will provide support for the Sub-Merchant Processing Platform as reasonably necessary to support your Customers using the Sub-Merchant Processing Platform.  Support shall be provided seven (7) days a week from 9 am to 5 pm pacific time.  PayGrove will use the “Sub-Merchant” name in connection with all support provided to Facilities and Sub-Merchant, including in calls and correspondence.

·       Customer Information and Data:   All Customer information and data which you provide to PayGrove or is obtained by PayGrove via the Sub-Merchant Processing Platform will be kept confidential and secure by PayGrove in accordance with this Agreement.  PayGrove shall provide access to you upon request and such information and data shall be promptly returned to you or your third-party processor in a secure or encrypted manner following termination of this Agreement.  In no event shall PayGrove contact any of your Customers except in PayGrove’s performance of the Services pursuant to this Agreement.

USA PATRIOT ACT: To help prevent the funding of terrorism and money laundering activities, Federal law and internal policies require us to obtain, verify, and record information that identifies each person who opens an account. In order to comply with these requirements, we will ask for your business name, physical address, and government identification number in order to verify your identity.

Simply Stated,

In order to use the Services, you must register with accurate and complete information. You must be at least 18 years old and based in the US.

2.             Purchaser Relationship with PayGrove and Others

This Agreement also applies to Purchasers. In particular, Section 9 of this Agreement applies to Purchasers paying by bank transfer.

Simply Stated,

Purchasers don't have to register with PayGrove, but they have to comply with this Agreement.

3.             Relationship with PayGrove and Others

PayGrove offers an application programming interface ("API") to retrieve information from or submit requests to PayGrove. PayGrove also offers software development kits (“SDKs”) to make API calls and simplify mobile app development. Developers who use the PayGrove API or SDKs, the applications that they develop, and the users that these applications serve, are subject to the terms of this Agreement.

PayGrove grants you a limited, worldwide, royalty-free, non- assignable, non-sublicensable and non-exclusive license to use the SDKs solely to develop applications to make use of Services. You may not use the SDKs for any purpose not expressly permitted by this license. You may not copy (except for backup purposes, and with all titles, trademark, copyright, and other proprietary and restricted rights notices), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the SDKs or any part of the SDKs. The API and some components of the SDKs may be licensed under an open source software license; use, reproduction and distribution of the API or select components of the SDKs are governed by the terms of that open source software license. The ROAM SDK is owned by ROAM Data Inc., a Delaware corporation. Use, reproduction and distribution of the ROAM SDK is limited to the foregoing license, and you shall not make available or distribute all or any part of the ROAM SDK to any third party by assignment, sublicense or by any other means, or in any way allow any third party access to the ROAM SDK.

PayGrove or third parties own all legal right, title and interest in and to the API and SDKs, including any Intellectual Property Rights that subsist in the API or SDKs. “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. PayGrove reserves all rights not expressly granted to you.

You may not use the PayGrove API or SDKs to facilitate use of a PayGrove Account to process payments for goods and services provided by anyone other than the Sub-Merchant who owns the PayGrove Account. In the event Sub-Merchant receives a chargeback for a payment facilitated by your API or SDK application, PayGrove will collect or attempt to collect those funds from the Sub-Merchant in accordance with the "Chargebacks" section below. In some cases (such as where you violate this Agreement your API or SDK Application to violate this Agreement), you may also be held liable for chargebacks associated with payments facilitated through your API or SDK application. If your implementation does not flag "Virtual Terminal" transactions correctly, PayGrove may hold you liable for the difference between the Fees (defined in Section 5 below) actually charged to you and the Fees that would have been charged if you had flagged "Virtual Terminal" transactions correctly.

PayGrove will issue you an access token for each user of your API or SDK application who creates a PayGrove Account. You agree that access tokens are the property of PayGrove, and that misuse of access tokens by you or your users could cause substantial loss and damage to PayGrove. If your API or SDK application uses PayGrove's Tokenization API to facilitate payments for your Account, the credit card tokens will be associated with the API or SDK application, not you. Consequently, as the developer of the API or SDK application, you will be responsible for complying with the Payment Card Industry Data Security Standard ("PCI DSS") with respect to the primary account number and other protected information you collect from users of the API or SDK application. You will implement appropriate measures to protect the security of the access tokens and credit card tokens, and you will notify PayGrove promptly if you suspect they have been misappropriated or misused.

You must notify PayGrove by email to support@paygrove.com within seven (7) days if you detect transactions processed through PayGrove that appear either (1) to involve funds derived from illegal activity or to be intended to disguise the ownership, nature, source, location, or control of such funds, (2) to serve no business or apparent lawful purpose, or (3) to involve the use of PayGrove to facilitate criminal activity.

Simply Stated,

Developers can use the PayGrove API and SDKs to integrate their applications with the Services, subject to important conditions.

4.             Limitations on PayGrove's and Others' Responsibility

Neither PayGrove nor any other third party makes any representations or guarantees regarding your or Purchasers use the Service. Use of our Service in no way represents any endorsement by PayGrove or any Network, of a user's existence, legitimacy, ability, policies, practices, or beliefs. PayGrove does not have control of, or liability for, goods or services that are paid for with the Service. Sub-Merchant acknowledges and agrees that receipt of Purchaser information via the Service does not indicate that the Purchaser's payment instrument has sufficient available funds, that a transaction will be authorized or processed, or that the transaction will not later result in a chargeback or reversal.

You may use PayGrove to accept payments as a charitable organization. Not all charitable organizations are tax-exempt, and not all contributions to charitable organizations are tax-deductible. Charitable organizations are responsible for correctly classifying themselves and their transactions, issuing any required reports and receipts, and making any required tax or other filings. Contributors are responsible for verifying the status of organizations to which they donate and reporting their donations correctly for tax and other purposes. PayGrove specifically disclaims any liability in this regard.

Simply Stated,

Neither PayGrove nor any other third party is responsible for the behavior of its users. It is up to you to decide whether you want to do business with a Purchaser.

5.            Our Fees

PayGrove charges you 2.9% + \$0.30 for transaction processing; \$15.00 per chargeback (in addition to the amount of the chargeback); \$0.99 per ACH/eCheck transaction; $15.00 per ACH return (in addition to the amount of the return); and a \$25.00 research fee (if an Account is deemed abandoned under Section 23 below). Typically, fees are netted against other funds due to Sub-Merchant or debited from the Sub-Merchant's bank account or other payment instrument associated with the Sub-Merchant's bank account. The Sub-Merchant agrees to pay the fees for the Service that are posted from time to time by PayGrove. You agree to hold the fees in strict confidence and to not disclose the fees to any third party without the prior written consent of PayGrove

Subject to the terms of this Agreement, PayGrove reserves the right to change our fees. PayGrove may pass through to you without markup any increase in fees assessed by Acquirer. You shall have the right to terminate this Agreement immediately and without penalty in the event that PayGrove adds new fees or increases the fees set forth in this Section. By continuing to use the Service, you consent to the change in fees. 

Simply Stated,

PayGrove charges fees to use our Service. We reserve the right to change our fees at any time.

6.            E-Sign Disclosure and Consent

Electronic Delivery

By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your PayGrove Account and your use of the Service.

Communications include but are not limited to:

·                agreements and policies, such as this Agreement and our Privacy Policy, including updates thereto;

·                annual disclosures;

·                transaction receipts or confirmations; communication in relation to delinquent accounts (which may also be by phone, and may be made by PayGrove or by anyone on its behalf, including a third  party collection agent);

·                Account statements and history; and federal and state tax statements.

We will provide these Communications to you by emailing them to you at the primary email address listed in your PayGrove Account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Website. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to the Website. You further agree that your electronic signature has the same effect as your manual, physical signature.

Hardware and Software Requirements

In order to access and retain electronic Communications, you will need the following computer hardware and software:

1.                  a computer with an Internet connection;

2.                  a modern web browser that includes 128-bit encryption, such as the current version of Chrome (www.google.com/chrome), Internet Explorer (www.microsoft.com/ie), Mozilla Firefox (www.mozilla.com), or Apple Safari

(www.ap ple.com/safari);

3.             Adobe Acrobat Reader version 8.0 and above to open documents in PDF format;

4.                  a valid email address (your primary email address registered with PayGrove); and

5.                  sufficient storage space to save past Communications or an installed printer to print them.

By giving your consent, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your PayGrove Account at a later date.

How to Withdraw Your Consent

You may withdraw your consent to receive Communications electronically by contacting us through Customer Support, including by writing to us at PayGrove, Inc., 220 2nd Ave S #53, Seattle WA 98104. If you withdraw your consent to receive Communications electronically, PayGrove may deny your registration for an Account, restrict or close your Account, or charge you additional fees for paper copies.

After you consent to receive Communications electronically, you may withdraw your consent to receive IRS Form 1099-K electronically by contacting us as described above. You will continue to receive all your other Communications electronically, but we will send your Form 1099-Ks to you by U.S. mail.

Requesting Paper Copies of Electronic Communications

If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 180 days of the date we provided the Communication to you by contacting us as described above. We will send your paper copy to you by U.S. mail. In order for us to send you paper copies, you must have a current street address on file in your PayGrove Account. You understand and agree that PayGrove may charge you an exceptions fee for each paper copy of a Communication. PayGrove will not charge a fee if you request a Form 1099-K in paper form.

Updating Your Contact Information

It is your responsibility to keep your primary email address up to date. You understand and agree that if PayGrove sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, PayGrove will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add PayGrove to your email address book so that you will be able to receive the Communications we send to you.

You can update your primary email address or street address at any time by logging into your PayGrove Account, selecting "My Profile" from the dropdown menu that appears when you click the down arrow next to your name at the top right of the screen, and entering your new primary email address. If your email address becomes invalid such that electronic Communications sent to you by PayGrove are returned, PayGrove may close your Account, and you will not be able to transact any activity using your PayGrove Account until we receive a valid, functioning primary email address from you.

Simply Stated,

PayGrove will communicate with you electronically, unless you opt out. Be sure to keep the email address in your PayGrove Account current.

7.          Prohibited Activities

You also confirm that you will not accept payments or use the Service in connection with the activities, items or services set forth below. Please contact sup port@paygrove.com if you have questions about whether these categories apply to you.

Category

Activities

Adult

Adult sites, content, sexual services, child pornography, bestiality, escort services, dating services, mail order brides, massage parlors

Aggregation

Payment facilitator to other merchants

Auctions

Internet auction, bidding fee auction, penny auction

Cash, stored value, virtual currency

Cash or cash equivalent, purchase of gold, silver, platinum, palladium, bullion and/or bars (collectibles are not prohibited)

Digital Wallet, stored value, prepaid companies, prepaid phone cards or phone services, sale of mobile minutes, scrip-dispensing terminal, or quasi cash

Virtual currency or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world

Debt

Bail bond services or bankruptcy lawyers

Credit counseling or repair services; credit protection or identity theft protection services; debt elimination, consolidation or reduction services; debt collection; payment for a dishonored check or for an item deemed uncollectible by another merchant; factoring or liquidators

Damages, losses, penalties, or fines of any kind;

alimony, child support, or other court-ordered payments

High interest rate non-bank consumer lending, including payday lending and title loans

Loan payments transacted on a credit card

Drug

Drugs or drug paraphernalia, such as hookahs

Marijuana dispensaries and related products or services

Personal enhancement products or nutraceuticals - vitamins, supplements, pseudo pharmaceuticals, herbals, peptides, weight loss programs

Pharmaceuticals, internet pharmacies

Financial services

Banks, credit unions, savings and loan associates, unit trusts, mutual funds, foreign exchange, Bureau de Change

Cash advances

Currency exchanges or dealers

Money transfer, wire transfers, money orders, money transmitters, and check cashing, including merchants required to be registered as money services businesses

Gambling, lottery

Gambling or betting, including lottery tickets, casino gaming chips, off-track betting, sports forecasting or odds making, fantasy sports, memberships on gambling-related internet sites and wagers at races, contests, sweepstakes, raffles, and offering prizes as an inducement to purchase goods or services

High Risk

Airline, hotel, rental, or other miles or points

Animals and regulated items such as animal pelts

Astrology and related prediction or forecasting services, psychic services

Career placement or advice center merchants

Cyberlockers, file sharing, file storage

Delayed delivery merchants where the good or service is not shipped, delivered, or fulfilled when the card transaction is processed but is to occur at a future date

High Risk

Militia, armed groups, or armed gangs

Money back guarantees exceeding 30 days

Motor vehicle sales

Online help for classes, homework or assignments

Online personal computer technical support

Pawn shop

Political organizations

Products or services identified by government agencies to have a high likelihood of being fraudulent

Social media activity

Shipping or forwarding brokers

Illegal or high reputational risk

Counterfeit or possibly counterfeit goods, or products that infringe on the intellectual property rights of others

Deceptive, unfair, or predatory practices

Hate, violence, racial intolerance, terrorism, the financial exploitation of a crime, or items or

activities that encourage, promote, facilitate, or instruct others regarding the same

Unlawful activities, illegal substances or products, or items that encourage, promote, facilitate, or instruct others regarding the same

Investment, real estate

Commodity trading or security trading; equities (including stocks, bonds, or any other ownership position in a corporation)

Crowdsourced fundraising for stock or equity

Distressed property sales and marketing; real estate filling

Goods or services to be delivered more than four

(4) months in the future, with an intention of gaining return on investment

Timeshares, timeshare resales, and related marketing

Marketing

Buyers clubs, membership clubs

Direct marketing - inbound telemarketing, negative option, renewal, or continuity subscription practices, travel-related arrangement services

Discount coupon merchants or online sites

Discount medical or dental plans, including discount insurance

Door to door sales

Get-rich-quick schemes

Infomercial merchants

Lead generation businesses

Marketing activities involving "pay only for

shipping" and/or "free trial" periods

Multi-level marketing businesses, pyramid sales

Outbound telemarketers and telecom merchants

Rebate or upsell merchants

Regulated

Age restricted products or services, such as alcohol

Firearms and firearm parts, including ammunition, and other weapons

Medical devices

Tobacco, cigarettes, e-cigarettes

Telecomm

Telecommunications, including wireless, cable, satellite, wireline, and ISP

Travel

Airlines, including charter air carriers, and cruise lines

Travel agencies or tour operators

Travel industry, including car rental and lodging

In addition, you may not use the Service for:

·                Impersonating any person or entity or falsely claiming an affiliation with any person or entity;

·                Collecting, or attempting to collect, personal information about users or third parties without their consent, or using such information except as necessary to use the Service;

·                Defaming, harassing, abusing, threatening, or defrauding others;

·                Posting, transmitting, or distributing content that is false, misleading, unlawful, obscene, indecent, lewd, pornographic, hateful, abusive, inflammatory, or that violates the rights of others (including rights of publicity or privacy);

·                Damaging, disabling, overburdening, or impairing PayGrove, including without limitation, using the Service in an automated manner;

·                Interfering with another user's enjoyment of the Service, by any means, including by uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code;

·                Creating an Account that is linked to another Account that has engaged in any of the foregoing activities.

·                PayGrove may use evidence other than your Account information to determine whether you control an Account in someone else's name, including but not limited to Internet Protocol addresses, common business names, phone numbers, and mailing addresses.

If PayGrove determines that you have received funds resulting from fraud or a prohibited activity, those funds may be frozen, returned to the Purchaser, or seized. In addition, if we reasonably suspect that your Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Account, your access to the Services, and any of your transactions with law enforcement.

Simply Stated,

You can't use PayGrove for anything illegal, inappropriate, or risky. Just be honest and responsible, comply with the laws that apply to you, and we'll get along just fine.

8.            Our Role and Your Responsibilities

PayGrove is a Payment Service Provider ("PSP"), not a bank, money transmitter, or Money Services Business ("MSB"), and we do not offer banking or MSB services as defined by the United States Department of Treasury. As a PSP, PayGrove collects, analyzes and relays information generated in connection with payments between Purchasers and you. You authorize PayGrove to provide this information to the Bank in order for the Bank to facilitate payments from Purchasers to you through the Networks, or the ACH, as applicable. As a result, the Bank,  and not PayGrove, actually conducts the settlement of card transactions and ACH transactions to you. PayGrove does not at any point hold, own or control funds in connection with the Services, nor does PayGrove transmit money or monetary value. In connection with the Services, PayGrove does not actually or constructively receive, take possession of or hold any money or monetary value for transmission, and does not advertise, solicit or hold itself out as receiving money for transmission. The Bank is the party with sole responsibility for conducting the settlement of funds between Purchasers and you.

In order to act as a PSP, PayGrove must enter into agreements with the Networks, processors and the Bank. You are not a third-party beneficiary of these agreements. Each of the Networks is a third-party beneficiary of this Agreement and has beneficiary rights, but not obligations, and may enforce this Agreement against you. Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, we may suspend or terminate your Account. 

You acknowledge that, if you receive payments from American Express exceeding the threshold specified by American Express, you will be converted to a direct card acceptance relationship with American Express and, upon conversion, you will be bound by the then-current American Express Card acceptance agreement and American Express will set the discount and other fees payable by you for American Express Card acceptance.

You agree to be bound by the Merchant Services Agreement set forth in Exhibit A to this Agreement if it applies to you. The Merchant Services Agreement applies to you if, for example, you receive payments from any Network exceeding the threshold specified by that network. By agreeing to this Agreement (by "click through" or otherwise), you also agree to the terms and conditions of the Merchant Services Agreement set forth in Exhibit A, which constitutes a legal binding contract between you, on the one hand, and VANTIV, LLC and its designated Member Bank, as defined in Exhibit A, on the other hand, effective as of the date you receive the specified amount of payments from the Network.

Furthermore, you must abide by the applicable Operating Regulations and ACH Rules. For example, where you accept payment cards on your website, you will display each card’s logo with equal size and prominence, and you shall not display a preference for, or discriminate against, one card brand over another. If you are using the PayGrove subscriptions feature, you agree that it is your responsibility to comply with applicable laws, including the Electronic Funds Transfer Act (Regulation E), including by capturing your customers’ agreement to be billed on a recurring basis. You may not resell any hardware provided to you by PayGrove or a third party for use with the Service.

Notwithstanding PayGrove's assistance in understanding the Operating Regulations, and ACH Rules, you expressly acknowledge and agree that you are assuming the risk of compliance with all provisions of the Operating Regulations, and ACH Rules, regardless of whether you have possession of those provisions. The Networks make excerpts of their respective Operating Regulations available on their websites (including usa.visa.com, www.mastercard.com, www.americanexpress.com and www.discover.com). Exhibit B attached to this Agreement and incorporated by reference into this Agreement sets forth certain specific requirements of the American Express Merchant Regulations, US. We can provide you with excerpted provisions of the ACH Rules upon your request.

Simply Stated,

PayGrove is a payment service provider, not a money services business. This means PayGrove never has any control or ownership over your money. We may require you to enter into a separate agreement with one or more of our partners. You're also required to abide by the rules of the payment card associations.

9.             Your ACH Payment Authorization

You authorize the Bank to initiate electronic ACH entries to each bank account that you set up on the Website and to initiate adjustments for any transactions credited or debited in error. You agree to be bound by the ACH Rules, and you agree that all ACH transactions that you initiate will comply with all applicable laws. Your authorization will remain in full force and effect until you notify us that you revoke it by contacting Customer Support at sup port@paygrove.com or by closing your Account. You understand that PayGrove requires a reasonable time to act on your revocation, not to exceed five (5) business days.

You authorize the Bank to hold, receive, disburse and settle funds on your behalf. Your authorization permits the Bank to generate a paper draft or electronic funds transfer to process each payment transaction that you authorize. Subject to this Agreement, you also authorize the Bank to debit or credit any payment card or other payment method we accept that you link to your Account, to initiate adjustments for any transactions credited or debited in error, as well as for chargebacks, reversals, or claims in accordance with this Agreement and the Operating Regulations. If you are a Purchaser paying by credit card and your credit card account number changes or your credit card expiration date changes, we may acquire that information from our financial services partner and update your Account.

Simply Stated,

By accepting the terms of this Agreement, you authorize us to provide payment instructions to the Bank, and for the Bank to process payments on your behalf.

10.                Accepted Forms of Payment

The Service supports most domestic credit, debit, prepaid or gift cards with a Visa, MasterCard, American Express or Discover logo. In addition, the Service supports most international cards with these logos. We may add or remove support for certain payment cards at any time without prior notice. We may elect only to process cards that receive an authorization from the applicable issuer. You agree to accept all of the cards issued by Networks that the Service supports in accordance with the terms of this Agreement.

We may conduct verification checks on Purchasers to ensure account ownership and sufficient balance, and we may refuse to process payments from Purchasers at our discretion.

Simply Stated,

We support most U.S. credit cards and U.S. bank accounts.

11.              Underwriting and Sharing Information

We may share some or all of the information about you and your transactions with our processor, the Networks, and our other partners (and their respective affiliates, agents, subcontractors, and employees), who may use this information to perform their obligations under their agreements with PayGrove, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose.

American Express and other Networks may use your name, address, and website address (URL) in any media form time to time. At any time, PayGrove, its processor or its other partners may conclude that you will not be permitted to use PayGrove.

You agree that PayGrove is permitted to contact and share information about you and your Account with banks and other financial institutions. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct PayGrove's risk management process.

Simply Stated,

PayGrove may request and share information about you with our processor, banks and other financial institutions, and government agencies.

12.                Transactions

Transactions are indicated as Pending, Complete, Failed or Cancelled.

"Pending" indicates that a transaction is currently undergoing review by the Bank and may not be completed or settled, at the Bank's sole discretion. "Pending" may also indicate that the transaction is awaiting account confirmation or settlement from a third party.

"Completed" indicates that a transaction has cleared and the funds are available in your Account. If PayGrove determines that the transaction is related to a restricted or prohibited business or activity or that the transaction is the result of fraudulent activity, PayGrove may reverse or refund the transaction at any time.

"Cancelled" indicates that a transaction has been stopped or reversed. This could be due to inaccurate or incomplete information about your Account, our inability to validate the legitimacy of a payment, Purchaser, or you, or another proprietary reason. You may contact PayGrove Support for more information. Although payments are cancelled, the removal of an authorization on a Purchaser credit card or a return of funds to a Purchaser bank account may not be immediate, and PayGrove cannot guarantee availability within a specific timeframe.

"Failed" indicates that a transaction could not be processed due to inaccurate Account information, insufficient funds, or another transaction-related reason.

Upon the release of transaction information by PayGrove, a Purchaser will be debited or charged by the Bank. You agree that the Purchaser's obligation to you is treated as paid at the time of (i) the release of this transaction information when a transaction enters the "Completed" state; and (ii) the related initiation of processing by the Bank. After the initiation of processing by the Bank, you agree not to attempt to collect or otherwise seek payment from the Purchaser, because you agree Purchaser's obligation to you has been conclusively discharged. You agree that the Purchaser is a third-party beneficiary of the preceding two sentences. Transactions may stay in a "Pending" state before "Completed" if PayGrove is reviewing a transaction for risk purposes. Transactions in this state should not be treated as paid until they are "Completed".

Transactions may be disputed at any time up to ninety (90) days from the date of transaction, regardless of state, by the Purchaser. Disputes resolved in favor of the Purchaser may result in reversal of the disputed transaction, regardless of state.

PayGrove reserves the right to limit or restrict transaction size or volume at any time. If you would like to increase your limits, please contact Customer Support. Upon receiving this request, PayGrove will conduct a review of your Account, and decide whether to lift or remove these limits. PayGrove will consider a variety of factors in making this decision and will make this determination at its sole discretion.

Simply Stated,

PayGrove payment transactions have various states. They can be reversed or cancelled at any time due to fraud or chargebacks. PayGrove may impose transaction limits at any time.

13.                Payout Schedule

The Bank will disburse funds to your bank account according to the schedule you select (daily, weekly, or monthly). You may request ad-hoc settlement at any time. Regardless of the disbursement schedule selected by you, the Bank will transfer funds to your bank account no more than thirty (30) days after funds settle to the Bank, subject to any "Reserve" imposed under Section 14 below. If the Bank cannot transfer the funds to your bank account (due to inaccurate or obsolete bank account information entered by you, or for any other reason), PayGrove may refund the funds to the Purchaser or escheat them pursuant to Section 23 below. Neither the Bank, PayGrove, nor the Purchaser will have any liability to you for funds so refunded or escheated.

Settlements to a bank account may be limited or delayed based on your perceived risk and history with PayGrove. If you would like to request an increase to your settlement limit, please contact PayGrove Support. Upon receiving this request, PayGrove will conduct a review of your Account.

PayGrove will consider a variety of factors in making this decision and will make this determination at its sole discretion. Should PayGrove need to conduct an investigation or resolve any pending dispute related to your Account, the Bank may defer payout or restrict access to your funds for the entire time it takes us to do so. The Bank may also defer payout or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity.

Furthermore, if PayGrove or the Bank suspects future chargebacks or disputes as a result of transactions to your Account, the Bank may defer payout and/or restrict access to your funds until PayGrove or the Bank reasonably believes, in their sole discretion, that the risk of receiving a chargeback or dispute has passed. All settlements to you are subject to review for risk and compliance purposes and can be delayed or postponed at PayGrove's sole discretion.

Simply Stated,

The Bank will send you your money as soon as possible, but a certain amount of your funds may be subject to an additional hold period depending on your perceived risk and transaction history. You can request that these limitations be reviewed at any time by contacting Customer Support.

14.                Reserve

At any time and from time to time, the Bank may temporarily suspend or delay payments to you and/or designate an amount of funds that the Bank must maintain in your Account ("Reserve") to secure the performance of your payment obligations under this Agreement. We may require a Reserve for any reason, including high chargeback risk or indications of performance problems related to your use of the Service.

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 PayGrove, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in PayGrove's favor, or otherwise as PayGrove 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.

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.

Simply Stated,

We may require a Reserve to ensure that you can cover chargebacks, returns, reversals, and other obligations under this Agreement.

15.                Accounts

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 your 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. PayGrove has no ownership or control, and no right, title or interest in any account in which your funds are held.

The Bank will hold any funds associated with your Account in an account separate from any account used for PayGrove's corporate funds. PayGrove will not and cannot use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds that the Bank holds for you. As consideration for using the Service, you irrevocably assign to us or the Bank all rights and legal interests to any interest and/or other earnings or benefits that may accrue or are attributable to the Bank holding your funds in a pooled account. If your Account is negative for an extended period of time (as defined by PayGrove in its sole discretion), the Bank may close your Account and we may pursue legal action or other collection efforts.

Simply Stated,

Funds held by the Bank on your behalf are protected prior to the Bank transferring the funds to your bank account. At no point does PayGrove "touch," own, or control your funds.

16.                Cardholder Data Security

"Cardholder Data" is information associated with a payment card, such as account number, expiration date, and CVV2.

PayGrove is a validated PCI Level 1 Service Provider and so is qualified to handle Cardholder Data in connection with the Service. PayGrove will maintain all applicable PCI DSS requirements to the extent PayGrove possesses or otherwise stores, processes, or transmits Cardholder Data on your behalf, or to the extent PayGrove could impact the security of your Cardholder Data environment.

If you handle, transmit, or store any Cardholder Data in connection with your use of the Services or the PayGrove API, you agree to comply at all times with PCI DSS. Further, you agree to certify such compliance and provide documentation in accordance with Operating Regulations, or when asked by PayGrove 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.

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.

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).

Simply Stated,

In most cases, we take care of PCI Compliance for you. If, however, you handle or transmit Cardholder Data, you are required to be PCI compliant.

17.                Protected Health Information Data Security

"Protected Health Information" (or “PHI”) is individually identifiable health information as defined by the Health Insurance Portability and Accountability Act of 1996 and The Health Information Technology for Economic and Clinical Health Act (collectively “HIPAA”). PayGrove is a Business Associate of Sub-merchants who are Covered Entities under HIPAA and will maintain the required security controls to ensure the confidentiality, integrity, security, and availability of PHI that it creates, receives, maintains, or transmits. In accordance with any Business Associate Agreement entered into with you, PayGrove will identify and protect against reasonably anticipated threats to the security or integrity of the information; protect against reasonably anticipated, impermissible uses or disclosures; and ensure compliance by their workforce.  It is the responsibility of the Covered Entity to ensure that PHI shared with PayGrove is limited to the minimum necessary and only as required for payment purposes, as defined by HIPAA.  It is your responsibility, not PayGrove, to ensure compliance with HIPAA requirements for personal  representative;  uses  and  disclosures  for  which authorization is required; use and disclosure for fundraising; use and disclosure for   research; verification;   notice   of   privacy   practices;   right   to   request restrictions; right to receive confidential Communications; right to access; and right to amend PHI.  The Business Associate Agreement between PayGrove and you is attached to this Agreement as Exhibit D and is incorporated into this Agreement by reference.

As Purchaser, you agree that you are authorized to access PHI through PayGrove’s services solely for the purpose of Payment, as defined by HIPAA, and will not use the information obtained for any other purpose. PayGrove has the right to terminate your access if it becomes aware of any violation of HIPAA, disclosure and use of PHI that is  not  permitted  by  HIPAA,  or  breach  of  any  of  conditions in this Agreement or Business Associate Agreement addendum.

Simply Stated,

As a Business Associate, PayGrove will protect the security and confidentiality of health information it receives, maintains, or transmits.  You agree to abide by the HIPAA requirements that apply to you.

18.          Taxes

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Service. You are solely responsible for collecting, withholding, reporting and remitting any taxes to the appropriate tax authority.  PayGrove is not obligated to, and will not, determine whether taxes apply, or calculate, collect, report or remit any taxes to any tax authority arising from your use of the Service.  PayGrove or the Bank may have tax reporting responsibilities in connection with the Service. For example, PayGrove or the Bank will report to the Internal Revenue Service on Form 1099-K as required by law, your name, address, Tax Identification Number (such as Employment Identification Number or Social Security Number), the total dollar amount of the payments you receive in a calendar year, and the total dollar amount of the payments you receive for each month in a calendar year.

Simply Stated,

You are responsible for collecting and paying your taxes, not PayGrove.

19.          Customer Service Provided by You

You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfillment, order cancellation by you or the customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from PayGrove. You will cooperate with PayGrove and your API application to assure that Purchasers have access to clear customer service information, including an active customer service email address and telephone number.

Simply Stated,

You are responsible for providing an acceptable level of customer service to your Purchasers.

20.          Refunds and Returns Provided by You

You agree to process returns of, and provide refunds and adjustments for goods or services through your PayGrove Account in accordance with this Agreement and the Operating Regulations and ACH Rules. The Operating Regulations require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to Purchasers at the time of purchase, (c) not give cash refunds to a Purchaser in connection with a payment card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a payment card sale refund. Your refund policies must be the same for all payment methods. If your Purchaser is dissatisfied with your refund policy, the Purchaser may chargeback the payment. You may not bill or collect from any Purchaser for any purchase or payment by means of a card unless the Purchaser has exercised chargeback, you have fully paid for the charge, and you otherwise have the right to do so.

Simply Stated,

You're responsible for disclosing your refund policy and providing refunds for goods or services purchased through PayGrove.

21.          Your Liability for Chargebacks

The amount of a payment may be charged back to you if (a) it is disputed by a Purchaser, (b) it is reversed for any reason, (c) it was not authorized or we have any reason to believe that the transaction was not authorized, or (d) it is unlawful, suspicious, or in violation of the terms of this Agreement. You are responsible for all chargebacks, whether or not the chargeback complies with the Operating Regulations.

Simply Stated,

You are liable for any chargebacks of payments you receive.

22.          How PayGrove Handles Chargebacks

You owe us and will immediately pay us the amount of any chargeback and any associated fees, fines, or penalties assessed by the Bank, our processor or the Networks. If you do not have sufficient funds in your Account, we will have the remedies set forth in this Agreement. If you have pending chargebacks, the Bank may delay payouts to you.

Further, if we reasonably believe that a chargeback is likely with respect to any transaction, the Bank may withhold the amount of the potential chargeback from payments otherwise due to you under this Agreement until such time that: (a) a chargeback is assessed due to a Purchaser's complaint, in which case the Bank will retain and refund the funds; (b) the period of time under applicable law or regulation by which the Purchaser may dispute that the transaction has expired; or (c) we determine that a chargeback on the transaction will not occur.

If we determine that you are incurring an excessive amount of chargebacks, PayGrove or the Bank may establish controls or conditions governing your Account, including without limitation, by (a) assessing additional fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated chargebacks and related fees, (c) delaying payouts, and (d) terminating or suspending the Service or closing your Account.

You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Service. To that end, you permit us to share information about a chargeback with the Purchaser, the Purchaser's financial institution, and your financial institution in order to investigate and/or mediate a chargeback. We will request necessary information from you to contest the chargeback. If the chargeback is contested successfully, we will release the reserved funds to you. If a chargeback dispute is not resolved in your favor by the Networks or issuing bank or you choose not to contest the chargeback, we may recover the chargeback amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within seven (7) days of our request, may result in an irreversible chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating chargeback disputes.

Simply Stated,

If you receive a chargeback, we'll debit your Account or bank account for the amount of the chargeback plus any applicable fees. We may also place a Reserve on your Account to fund potential future chargebacks associated with your Account.

22.                 Our Set-off and Collection Rights

To the extent permitted by law, the Bank may set off any obligation you owe us under this Agreement (including chargebacks) against any credit in your Account or against any amounts due to you. All fees are deducted first from the transferred or collected funds and thereafter from your Account. If you do not have sufficient funds, the Bank may collect from any funding source associated with your Account, or from any other Account under your control, or from any funding source associated with such other Account, including but not limited to any funds (a) deposited by you, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with the Bank. Your failure to pay in full amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys' fees and expenses, collection agency fees, and interest at the lesser of one-and-one-half percent (1-1/2%) per month or the highest rate permitted by law. In its discretion, PayGrove may make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. You hereby expressly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided by you to PayGrove. Such communication may be made by PayGrove or by anyone on its behalf, including but not limited to a third party collection agent.

Simply Stated,

If you owe us money, the Bank may deduct that money from your incoming payments or debit your bank account or credit card on file.

23.                  Dormant Accounts

If there is no activity in your Account (such as a login or disbursement) for the period of time set forth in the applicable unclaimed property laws, and you have a balance, we may notify you by sending an email to your registered email address. We may also notify you by U.S. mail. We will give you the option of keeping your Account open, withdrawing the funds, or requesting a check. If you do not respond to our notice within the time period specified in the notice, we may close your Account and escheat your funds (less a processing fee) in accordance with applicable law.

Simply Stated,

If there is no activity in your PayGrove Account for a long time, we will notify you of your options.

24.                  Receipts and Account Reconciliation

When you receive a payment, we will update your Account and provide a transaction confirmation on our Website. This confirmation will serve as your receipt. Summaries of your Account activity are available on our Website. You should make archival copies of your PayGrove Account data regularly. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data, and (b) reconciling all transaction information that is associated with your PayGrove Account. If you believe that there is an error or unauthorized transaction activity associated with your PayGrove Account, please contact Customer Support immediately.

If you make a subscription payment, you will receive an email confirmation with a link that enables you to terminate future payments, if you wish. Alternatively, if you have an Account, you may log in at any time to terminate subscription payments. We will attempt to correct processing errors that we discover by instructing the Bank to debit or credit your Account. PayGrove will only correct transactions that are processed incorrectly if and when you notify us of such an error in a timely fashion.

Simply Stated,

You can see your full transaction history by logging into PayGrove at any time. If you notice an error, you must notify us in a timely fashion, or you waive your right to have that error rectified.

25.                 Privacy

Your privacy is very important to us. By accepting this Agreement, you confirm that you have read, understood and accepted our Privacy Statement attached to this Agreement as Exhibit E.

Simply Stated,

By accepting this Agreement, you agree to PayGrove's Privacy Statement attached to this Agreement as Exhibit E.

26.                  Security

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk. If you discover a security-related issue, you agree to inform us of the issue immediately by contacting the PayGrove Security Team at sup port@paygrove.com. You also agree not to disclose the issue until PayGrove has addressed it.

Simply Stated,

We take great measures to protect your information. However, that's not always possible. You acknowledge that you provide personal information at your own risk.

27.               Term and Termination

The term of this Agreement shall commence upon the date of your acceptance of this Agreement and shall continue until this Agreement is terminated. If your PayGrove Account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Service and to remove all card logos from your website and wherever else they are displayed, (c) that the license provided under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and Account data stored on our servers, and (e) that PayGrove 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.

Simply Stated,

You should understand the consequences of termination of your PayGrove Account.

28.               Your Right to Terminate

You may terminate this Agreement by closing your PayGrove Account at any time for any reason upon at least sixty (60) days prior written notice to PayGrove. When you close your PayGrove Account, any pending transactions will be cancelled. You have the right to terminate this Agreement at any time if: (a) PayGrove breaches any of the provisions of this Agreement and fails to cure such breach within thirty (30) days of its receipt of written notice thereof from the you; or (b) PayGrove (i) fails to pay its debts or perform its obligations in the ordinary course of business as they mature; (ii) becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or assignment or composition for the benefit of creditors. 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 PayGrove Account as a means of evading your payout schedule). If an investigation is pending at the time you close your PayGrove 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.

Simply Stated,

If you close your PayGrove 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.

29.                  Our Right to Terminate

We may terminate this Agreement and close your PayGrove Account for any reason or no reason at any time upon at least sixty (60) days’ notice to you. We have the right to terminate this Agreement at any time if: (a) you breach any of the provisions of this Agreement and fail to cure such breach within thirty (30) days of its receipt of written notice thereof from us; or (b) you (i) fail to pay your debts or perform your obligations in the ordinary course of business as they mature; (ii) becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or assignment or composition for the benefit of creditors. We may also suspend the Service and instruct the Bank to suspend access to your PayGrove Account (including the funds in your PayGrove Account) if you (a) have violated the terms of the PayGrove'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.

Simply Stated,

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.

30.                  Effect of Termination

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.

Simply Stated,

Termination of this Agreement does not relieve you of any obligations to pay any amounts that you owe.

31.                Your License

PayGrove grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to accept and receive payments and to manage the funds you so receive. You will be entitled to download updates to the Service, subject to any additional terms made known to you at that time, when PayGrove makes these updates available.

You may not, nor may you permit any third party to, do any of the following: (i) access or monitor any material or information on any PayGrove system using any manual process or robot, spider, scraper, or other automated means unless you have separately executed a written agreement with PayGrove referencing this section that expressly grants you an exception to this prohibition; (ii) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from PayGrove; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) violate the restrictions in any robot exclusion headers on the Service, work around, bypass, or circumvent any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section. You may not use the Service on a mobile device that is "jail broken" or otherwise modified contrary to the manufacturer's software or hardware guidelines. Your use of the Service may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.

Simply Stated,

PayGrove grants you a license to electronically access and use the Service solely to accept and receive payments and to manage the funds you receive. We want you to enjoy this Service, but there are a few things you can't do or ask others to do.

32.          PayGrove's Intellectual Property Rights

The Service is licensed and not sold. PayGrove reserves all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret and other intellectual property laws. PayGrove owns the title, copyright and other worldwide Intellectual Property Rights in the Service and all copies of the Service. This Agreement does not grant you any rights to PayGrove's trademarks or service marks, nor may you remove, obscure, or alter any of PayGrove's trademarks or service marks included in the Service.

You may choose to, or we may invite you to, submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Feedback"). By submitting Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place PayGrove under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, PayGrove does not waive any rights to use similar or related ideas previously known to PayGrove, or developed by its employees, or obtained from sources other than you.

Simply Stated,

PayGrove owns all Intellectual Property Rights in the Service, including any comments or ideas submitted by you.

33.                  Indemnity

You will indemnify, defend and hold us and our processors and partners harmless (and our and their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to: (a) your actual or alleged breach of this Agreement, including without limitation any violation of our policies or the Operating Regulations; (b) any warranty or representation made by you being false or misleading; (c) any warranty or representation made by you or your agent to any third person other than as specifically authorized by this Agreement; (d) your wrongful or improper use of the Service; (e) any transaction submitted by you through the Service (including without limitation the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you); (f) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (g) your violation of any law, rule or regulation of the United States or any other country; (h) your negligent or willful misconduct (i) any other party's access and/or use of the Service with your unique username, password or other appropriate security code.

PayGrove will indemnify, defend and hold you, your employees and your agents from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to: (a) our actual or alleged breach of this Agreement, including without limitation any violation of our policies or the Operating Regulations; (b) any warranty or representation made by us being false or misleading; (c) any warranty or representation made by us to any third person other than as specifically authorized by this Agreement; (d) the manner or method in which we perform our obligations set forth in this Agreement (e) our violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (f) our violation of any law, rule or regulation of the United States or any other country; (g) our negligent or willful misconduct;  (h) the failure of PayGrove of Acquirer to perform any of obligations set forth in this Agreement; (i) claims against you for your compliance with the Prohibited Activities set forth in Section 7 of this Agreement; (j) any other party's access and/or use of the Service with your unique username, password or other appropriate security code.

PayGrove further agrees to indemnify, defend and hold you harmless from and against any loss, liability, damage, penalty or expense (including attorneys’ fees, expert witness fees and cost of defense) you may suffer or incur relating to any third party claim, suit or proceeding arising out of the actual infringement of any patent, or misappropriation of any copyright, trade secret, trademark, mask work or other intellectual property right, arising out of your use, a Facility or any Customer of the Services or the Sub-Merchant Processing Platform. Should the Services or the Sub-Merchant Processing Platform become, or in PayGrove’s reasonable opinion be likely to become, the subject of an indemnity claim under this Agreement, PayGrove may, at its sole option and expense, (a) obtain for you, the Facilities and the Customers the right to continue to  use the Services or the Sub-Merchant Processing Platform in its existing state, or (b) replace or modify the Services or the Sub-Merchant Processing Platform, as applicable, so that it is no longer infringing, or (c) if subsections (a) or (b) are not commercially reasonable alternatives for PayGrove (as determined by PayGrove in its reasonable discretion), notify you of PayGrove’s desire to cease providing the Services and terminate this Agreement upon ninety (90) days prior written notice.   PayGrove’s obligation under this Section does not apply where: (i) modifications are made to the PayGrove Services by you or any Facility pursuant to this Agreement or otherwise; (ii) your (or any Facility’s) use of an older version of the PayGrove Services when PayGrove has provided to you a newer version of the PayGrove Services and your use of such newer version of the PayGrove Services would have avoided the infringement (except where the newer version in not compatible with the customizations made to the PayGrove Services or the Sum-Merchant’s Processing Platform in accordance with this Agreement); or (iii) any modification made by you without PayGrove’s written approval causes the infringement.

Simply Stated,

You agree to pay if your actions cause someone to make a claim against us.

34.                  Representations and Warranties

You represent and warrant to us that: (a) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (b) the name identified by you when you registered is your name or business name under which you sell goods and services; (c) any sales transaction submitted by you will represent a bona fide sale by you; (d) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (e) you will fulfill all of your obligations to each Purchaser for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Purchaser; (f) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (g) except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; (h) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service; (i) your use of the Service will be in compliance with this Agreement; (j) the execution and delivery of this Agreement and the performance of its obligations hereunder do not conflict with or constitute a default under any of your contractual obligations.  You acknowledge that the Internet is essentially an unregulated, insecure and unreliable environment, and that your ability and your resident’s ability to access and use the PayGrove Portal is dependent on the Internet and hardware, software and services provided by various third party providers. 

PayGrove represents and warrants to you during the term of this Agreement that : (a) the Services provided under this Agreement will be performed in a competent and workmanlike manner in conformity with generally acceptable trade practices in the industry; (b) the PayGrove Portal and all of PayGrove’s software shall be free of any virus, Trojan Horse, cancel bot, timebombs or other devices developed to disable or to erase, damage or corrupt software, hardware or data; (c) PayGrove has, to its knowledge, all necessary rights and title to the PayGrove Portal and its software is without any infringement of any right of any third party; (d) we to corporate power and authority and the legal right to enter into this Agreement and to perform our obligations hereunder; (e) the execution and delivery of this Agreement and the performance of its obligations hereunder do not conflict with or constitute a default under any of its contractual obligations.  PayGrove further represents and warrants to you that during the term of this Agreement, PayGrove and its agents, contractors and outsource providers will comply with all rules, regulations and laws that are applicable to its or their obligations (including the Services)  under this Agreement.  PayGrove further represents and warrants to you that the PayGrove Portal is PCI DSS Level one compliant and that the no data provided to you regarding transactions settled on through the PayGrove Portal or its software will contain personal financial data (PFI) other than in a tokenized or encrypted format.

Simply Stated,

You promise us that the information you provide is accurate and that you will not misuse the Service.

35.          Disclaimer of Warranties by PayGrove

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. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PAYGROVE OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, PAYGROVE, 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.

PAYGROVE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND PAYGROVE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. PAYGROVE SHALL NOT BE RESPONSIBLE TO YOU FOR YOU OR YOUR RESIDENTS’ INABILITY TO ACCESS OR USE THE PAYGROVE PORTAL TO THE EXTENT CAUSED BY FAILURES OR INTERRUPTIONS OF ANY HARDWARE, SOFTWARE, OR SERVICES PROVIDED BY YOU, YOUR RESIDENT OR THIRD PARTY PROVIDERS.

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.

PAYGROVE 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.

Simply Stated,

You agree to use the Service at your own risk.

36.                  Limitation of Liabilities and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PAYGROVE, ITS PROCESSORS, SUPPLIERS, LICENSORS, NETWORKS, OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL PAYGROVE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR PAYGROVE ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IN NO EVENT WILL PAYGROVE BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR COVER DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIRD PARTY PRODUCTS OR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY YOU FOR THE PRODUCT THAT GIVES RISE TO ANY CLAIM.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PAYGROVE, ITS PROCESSORS, THE NETWORKS, AND THE BANK (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL PAYGROVE, ITS PROCESSORS, AGENTS, SUPPLIERS, LICENSORS, NETWORKS, OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF PAYGROVE 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.

The Service is controlled and operated from facilities in the United States. PayGrove makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

Simply Stated,

There are limitations to our liability. This section is written in all caps for a reason. Read it thoroughly.

37.          Confidential Information

The parties acknowledge that in their performance of their duties hereunder either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning the Services and the knowhow, technology, techniques, your information or business or marketing plans related thereto (collectively, the "Confidential Information") all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party's obligations under this section or by breach of a third party's confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party's confidentiality obligations; or (iv) is independently developed by the receiving party.  As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party's Confidential Information; (ii) not use the disclosing party's Confidential Information in any fashion except to perform its duties hereunder or with the disclosing party's express prior written consent; (iii) disclose the disclosing party's Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party's internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of the Confidential Information.  The receiving party shall cooperate and assist the disclosing party in preventing or remedying any such unauthorized use or disclosure. 

38.          Disputes

If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact PayGrove Support with any dispute. If we cannot resolve your concerns, we agree to an informal and inexpensive dispute resolution process requiring individual arbitration.

Simply Stated,

If a dispute of any kind arises, we do our best to address your concerns quickly. If we cannot resolve your issue, we recognize that you may be permitted to raise your dispute with the Financial Ombudsman Service if you are a micro- enterprise.

39.        Binding Individual Arbitration

You and PayGrove 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 PayGrove, 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, PayGrove advertising, and any use of PayGrove 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 PayGrove may choose to pursue a claim in court and not by arbitration if you fail to timely pay amounts due. PayGrove 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.

In the event that you or PayGrove are not able to resolve a Dispute with American Express, or a claim against PayGrove or any other entity that American Express has a right to join, Exhibit C attached to this Agreement will apply. Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON A 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 PAYGROVE. If any provision of this arbitration provision 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 King County, Washington State. You or PayGrove may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and PayGrove 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 PayGrove, 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, but if you are unable to pay any of them, PayGrove will pay them for you. In addition, PayGrove will reimburse all such fees and costs for claims totaling less than \$75,000 unless the arbitrator determines the claims are frivolous. Likewise, PayGrove 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 PayGrove for all fees associated with the arbitration paid by PayGrove 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 PayGrove 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 King County, Washington State, or federal court for the Western District of Washington State.

Simply Stated,

You and PayGrove agree to arbitrate all Disputes rather than resolve them in court.

40.       Governing Law

This Agreement and any Dispute will be governed by Washington law and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within Washington, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.

Simply Stated,

This Agreement and any Dispute will be governed by Washington law and/or applicable federal law.

41.       Limitation on Time to Initiate a Dispute

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.

Simply Stated,

You've got a full year to commence a dispute.

42.                Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by PayGrove without restriction.

Simply Stated,

This Agreement may only be transferred by PayGrove, not you.

43.              Third Party Services and Links to Other Web Sites

You may be offered services, products and promotions provided by third parties and not by PayGrove. 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 PayGrove 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 PayGrove. 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. PayGrove 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.

Simply Stated,

You agree that PayGrove is not responsible for services or websites provided by others.

44.           Amendment of Agreement

We have 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 we in our sole discretion deem to be reasonable in the circumstances, including notice on our Website or any other website maintained or owned by us and identified to you. Any use of our software or Service after our publication of any such changes shall constitute your acceptance of this Agreement as modified. No modification or amendment to this Agreement shall be binding upon PayGrove unless in a written instrument signed by a duly authorized representative of PayGrove. For the purposes of this Section 43, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.

Simply Stated,

PayGrove has the right to change this Agreement or the Service at any time.

45.           Other Provisions

Except as expressly provided in this Agreement, these terms are a complete statement of the agreement between you and PayGrove, and they describe the entire liability of PayGrove and its vendors and suppliers (including processors) and your exclusive remedy with respect to your access and use of the Service. In the event of a conflict between this Agreement and any other PayGrove agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. Headings and summaries are included for convenience only, and shall not be considered in interpreting this Agreement. This Agreement does not limit any rights that PayGrove may have under trade secret, copyright, patent or other laws. PayGrove's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

Simply Stated,

This Agreement is a complete statement of the agreement between you and PayGrove.

46.           Survival

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.

Simply Stated,

Upon termination of this Agreement, certain sections of it will remain in effect.

Exhibit A

Merchant Services Agreement

This Merchant Services Agreement for Sub-Merchants ("Merchant Agreement") is made among VANTIV, LLC, having its principal office at 8500 Governors Hill Drive, Symmes Township, OH 45249-1384 and its designated Member Bank (as defined below) (collectively "Acquirer") and “you” as defined in, and in connection with, the Terms of Service between PayGrove, Inc. and you. Capitalized terms not otherwise defined herein have the respective meanings given them in the Agreement. Acquirer will provide Sub-Merchant with Services in accordance with the terms of this Merchant Agreement. In consideration of Sub-Merchant's receipt of credit or debit card funded payments, and participation in programs affiliated with the Networks, Sub-Merchant is required to comply with the Operating Regulations as they pertain to applicable credit and debit card payments. In addition, if Sub-Merchant meets certain requirements under the Operation Regulations or the Networks or the Operating Regulations otherwise require, Sub-Merchant may be required to enter into a direct relationship with an entity that is a member of the Networks. By agreeing to the PayGrove Terms of Service to which this Merchant Agreement is an exhibit (by "click through" agreement or otherwise), Sub-Merchant has fulfilled this requirement, if and when applicable. However, Acquirer understands that Sub-Merchant may have contracted with PayGrove to obtain certain processing services and that PayGrove may have agreed to be responsible to Sub-Merchant for all or part of Sub-Merchant's obligations contained herein.

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises contained herein, the parties agree as follows:

1.              Certain Sub-Merchant Responsibilities. Sub-Merchant agrees to comply, and to cause third parties acting as Sub-Merchant's agent ("Agents") to comply, with the Operating Regulations. Sub-Merchant may review the VISA, MasterCard, and Discover websites for a copy of the Visa, MasterCard and Discover regulations. The websites are: https://usa.visa.com/sup port/consumer/visa-rules.html; and http://www.mastercard.com/us/merchant/ and https://www.discovernetwork.com/merchants/. Without limiting the foregoing, Sub-Merchant agrees that it will fully comply with any and all anti-money laundering laws and regulations, including but not limited to the Bank Secrecy Act, the US Treasury's Office of Foreign Assets Control (OFAC) and the Federal Trade Commission. For purposes of this section, Agents include, but are not limited to, Sub-Merchant's software providers and/or equipment providers.

If so indicated in the PayGrove Terms of Service, Sub-Merchant may be a limited-acceptance merchant, which means that Sub-Merchant has elected to accept only certain Visa and MasterCard card types (i.e., consumer credit, consumer debit, and commercial cards) and must display appropriate signage to indicated the same. Acquirer has no obligation other than those expressly provided under the Operating Regulations and applicable law as they may relate to limited acceptance. Sub-Merchant, and not Acquirer, will be solely responsible for the implementation of its decision for limited acceptance, including but not limited to policing the card type(s) accepted at the point of sale. Sub-Merchant shall only complete sales transactions produced as the direct result of bona fide sales made by Sub-Merchant to cardholders, and is expressly prohibited from presenting sales transactions which are produced as a result of sales made by any person or entity other than Sub-Merchant, or for any purposes related to any illegal or prohibited activity, including but not limited to money-laundering or financing of terrorist activities.

Sub-Merchant may set a minimum transaction amount to accept a card that provides access to a credit account, under the following conditions: i) the minimum transaction amount does not differentiate between card issuers; ii) the minimum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand; and iii) the minimum transaction amount does not exceed ten dollars (or any higher amount established by the Federal Reserve).

Sub-Merchant may set a maximum transaction amount to accept a card that provides access to a credit account, under the following conditions: Sub-Merchant is a i) department, agency or instrumentality of the U.S. government; ii) corporation owned or controlled by the U.S. government; or iii) Sub-Merchant whose primary business is reflected by one of the following MCCs: 8220, 8244, 8249 - Schools, Trade or Vocational; and the maximum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand.

2.             Sub-Merchant Prohibitions. Sub-Merchant must not i) require a cardholder to complete a postcard or similar device that includes the cardholder's account number, card expiration date, signature, or any other card account data in plain view when mailed, ii) add any tax to transactions, unless applicable law expressly requires that a Sub-Merchant impose a tax (any tax amount, if allowed, must be included in the transaction amount and not collected separately), iii) request or use an account number for any purpose other than as payment for its goods or services, iv) disburse funds in the form of travelers checks if the sole purpose is to allow the cardholder to make a cash purchase of goods or services from Sub-Merchant, v) disburse funds in the form of cash unless Sub-Merchant is dispensing funds in the form of travelers checks, TravelMoney cards, or foreign currency (in such case, the transaction amount is limited to the value of the travelers checks, TravelMoney cards, or foreign currency, plus any commission or fee charged by the Sub-Merchant), or Sub-Merchant is participating in a cash back service, vi) submit any transaction receipt for a transaction that was previously charged back to the Acquirer and subsequently returned to Sub-Merchant, irrespective of cardholder approval, vii) accept a Visa consumer credit card or commercial Visa product issued by a U.S. issuer to collect or refinance an existing debt, viii) accept a card to collect or refinance an existing debt that has been deemed uncollectable, or ix) submit a transaction that represents collection of a dishonored check. Sub-Merchant further agrees that, under no circumstance, will Sub-Merchant store Cardholder Data in violation of the Laws or the Operating Regulations including but not limited to the storage of track-2 data. Neither Sub-Merchant nor its Agent shall retain or store magnetic- stripe data subsequent to the authorization of a sales transaction.

3.             Settlement. Upon receipt of Sub-Merchant's sales data for card transactions, Acquirer will process Sub-Merchant's sales data to facilitate the funds transfer between the various Networks and Sub-Merchant. After Acquirer receives credit for such sales data, subject to the terms set forth herein, Acquirer will fund Sub-Merchant directly to Sub-Merchant's designated demand deposit account ("Sub-Merchant-Owned Designated Account") or, at Sub-Merchant's request, to a third-party check writer's account.. Any dispute regarding amount of settlement shall be between PayGrove and Sub-Merchant. Any dispute regarding the receipt of settlement shall be between Acquirer and Sub-Merchant. Acquirer will debit the PayGrove reserve account for funds owed to Acquirer as a result of the Services provided hereunder, provided that Acquirer may also debit the Sub-Merchant-Owned Designated Account for funds owed to Acquirer as a result of the Services provided hereunder. Further, if a cardholder disputes a transaction, if a transaction is charged back for any reason, or if Acquirer reasonably believes a transaction is unauthorized or otherwise unacceptable, the amount of such transaction may be charged back and debited from Sub-Merchant or the PayGrove reserve account.

4.             Term and Termination. This Merchant Agreement shall be binding upon Sub-Merchant upon Sub-Merchant's acceptance (by "click through" agreement or otherwise). The term of this Merchant Agreement shall begin, and the terms of this Merchant Agreement shall be deemed accepted and binding upon Acquirer, on the date Acquirer accepts this Merchant Agreement by issuing a merchant identification number and shall be coterminous with PayGrove's Terms of Service with Sub-Merchant.

Notwithstanding the foregoing, Acquirer may immediately cease providing Services and/or terminate this Merchant Agreement without notice if (i) Sub-Merchant or PayGrove fails to pay any amount to Acquirer when due, (ii) in Acquirer's opinion, provision of a service to Sub-Merchant or PayGrove may be a violation of the Operating Regulations or any Laws, (iii) Acquirer believes that Sub-Merchant has violated or is likely to violate the Operating Regulations or the Laws, (iv) Acquirer determines Sub-Merchant poses a financial or regulatory risk to Acquirer or the Networks, (v) Acquirer's agreement with PayGrove terminates, (vi) any of the Networks deregisters PayGrove, (vii) Acquirer ceases to be a member of the Networks or fails to have the required licenses, or (viii) Acquirer is required to do so by any of the Networks.

5.             Limits of Liability. Sub-Merchant agrees to provide Acquirer, via a communication with PayGrove, with written notice of any alleged beach by Acquirer of this Merchant Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-Merchant and a waiver of any and all rights to dispute such breach.

EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS MERCHANT AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE ..

Sub-Merchant's sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Merchant Agreement. In the event that Sub-Merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Merchant Agreement, Sub-Merchant shall proceed against PayGrove and not Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub-Merchant with respect to this Merchant Agreement or the Services. Sub- Merchant acknowledges Acquirer is only providing this Merchant Agreement to assist in PayGrove's processing relationship with Sub-Merchant, that Acquirer is not liable for any action or failure to act by PayGrove, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-Merchant by PayGrove. If PayGrove is unable to provide its services to Sub-Merchant in connection with this Merchant Agreement and Acquirer elects to provide those services, directly, Sub-Merchant acknowledges and agrees that the provisions of this Merchant Agreement will no longer apply and the terms of Acquirer's then current Bank Card merchant agreement, which would be provided to Sub-Merchant, will govern Acquirer's relationship with Sub-Merchant. If PayGrove subsequently provides its services to Sub-Merchant in connection with this Merchant Agreement, Acquirer will cease to provide such services after receipt of notice from PayGrove and this Merchant Agreement will govern Acquirer's relationship with Sub-Merchant.

6.             Miscellaneous. This Merchant Agreement is entered into, governed by, and construed pursuant to the laws of the State of Ohio without regard to conflicts of law provisions. This Merchant Agreement may not be assigned by Sub-Merchant without the prior written consent of Acquirer. This Merchant Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees and assignees. This Merchant Agreement is for the benefit of, and may be enforced only by, Acquirer and Sub-Merchant and is not for the benefit of, and may not be enforced by, any other party. Acquirer may amend this Merchant Agreement upon notice to Sub-Merchant in accordance with Acquirer's standard operating procedure. If any provision of this Merchant Agreement is determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of the remaining provisions and this Merchant Agreement will be construed as if such provision is not contained in this Merchant Agreement. "Member Bank" as used in this Merchant Agreement shall mean a member of VISA, MasterCard and/or Discover, as applicable, that provides sponsorship services in connection with this Merchant Agreement. As of the commencement of this Merchant Agreement, Member Bank shall be Fifth Third Bank, an Ohio Banking Corporation, located in Cincinnati, OH 45263. The Member Bank is a party to this Merchant Agreement. The Member Bank may be changed, and its rights and obligations assigned to another party by Acquirer at any time without notice to Sub-Merchant.

Exhibit B

American Express Card Acceptance and Brand Requirements

1.                  Defined Terms. As used in this Exhibit B, the following capitalized terms have the following respective meanings:

·                "Cardmember" means an individual or entity that has entered into an agreement establishing an American Express Card account, or whose name appears on the American Express Card.

·                "Cardmember Information" means any information about Cardmembers and transactions, including, but not limited to, transaction data, and Cardmember name, addresses, American Express Card numbers, and American Express Card Identification Numbers.

·                "Establishments" means any or all of your and your affiliates' locations, outlets, websites, online networks, and all other methods for selling goods and services including methods that you adopt in the future.

·                "Marks" means names, logos service marks, trademarks, trade names, taglines, or other proprietary designs or designations.

·                "Other Payment Products" means any charge, credit, debit, stored value, prepaid, or smart cards, account access devices, or other payment cards, services, or products other than the American Express Card.

Capitalized terms not otherwise defined herein have the respective meanings given them in the Agreement.

2.                  American Express Card Acceptance. Merchant must accept the American Express card as payment for goods and services (other than those goods and services prohibited under the Merchant Agreement) sold, or (if applicable) for charitable contributions made, at all of Merchant's Establishments, except as expressly permitted by state statute. Merchant is jointly and severally liable for the obligations of Merchant's Establishments under the Merchant  Agreement.

3.                  Treatment of the American Express Brand. Except as expressly permitted by applicable law, Merchant must not:

·                indicate or imply that Merchant prefers, directly or indirectly, any Other Payment Products over the American Express Card,

·                try to dissuade Cardmembers from using the American Express Card,

·                criticize or mischaracterize the American Express Card or any American Express services or programs,

·                try to persuade or prompt Cardmembers to use any Other Payment Products or any other method of payment (e.g., payment by check),

·                impose any restrictions, conditions, disadvantages or fees when the American Express Card is accepted that are not imposed equally on all Other Payment Products, except for electronic funds transfer, or cash and check,

·                suggest or require Cardmembers to waive their right to dispute any transaction,

·                engage in activities that harm our business or the American Express brand (or both),

·                promote any Other Payment Products (except Merchant's own private label card that Merchant issues for use solely at Merchant's Establishments) more actively than Merchant promotes the American Express Card, or

·                convert the currency of the original sale transaction to another currency when requesting authorization or submitting transactions (or both).

4.                  Treatment of the American Express Brand (US). Merchant may offer discounts or in-kind incentives from Merchant's regular prices for payments in cash, ACH funds transfer, check, debit card or credit/charge card, provided that (to the extent required by applicable law): (i) Merchant clearly and conspicuously discloses the terms of the discount or in-kind incentive to Merchant's customers, (ii) the discount or in-kind incentive is offered to all of Merchant's prospective customers, and (iii) the discount or in-kind incentive does not differentiate on the basis of the issuer or, except as expressly permitted by applicable state statute, Network. The offering of discounts or in-kind incentives in compliance with the terms of this paragraph will not constitute a violation of the provisions set forth above in the paragraph titled, "Treatment of the American Express Brand”.

5.                  Treatment of the American Express Marks. Whenever payment methods are communicated to customers, or when customers ask what payments are accepted, Merchant must indicate Merchant's acceptance of the American Express Card and display the American Express Marks as prominently and in the same manner as any Other Payment Products. Merchant must not use the American Express Marks in any way that injures or diminishes the goodwill associated with the Mark, nor in any way (without the prior written consent of American Express) indicate that American Express endorses Merchant's goods or services. Merchant shall only use the American Express Marks as permitted by the Merchant Agreement and shall cease using the American Express Marks upon termination of the Merchant Agreement.

6.                  Treatment of American Express Cardmember Information. Any and all Cardmember Information is confidential and the sole property of the American Express Card issuer, American Express or its affiliates. Except as otherwise specified, Merchant must not disclose Cardmember Information, nor use nor store it, other than to facilitate transactions at Merchant's Establishments in accordance with the Merchant Agreement.

Exhibit C

Arbitration Agreement (as to Disputes involving American Express) (U.S.)

In the event that Merchant or PayGrove is not able to resolve a Claim (as defined in Section 11 below) against American Express, or a claim against PayGrove or any other entity that American Express has a right to join, this Exhibit C ("Arbitration Agreement") explains how Claims may be resolved through arbitration. Merchant or American Express may elect to resolve any Claim by binding individual arbitration. Claims will be decided by a neutral arbitrator. If arbitration is elected by any party, neither Merchant nor PayGrove nor American Express will have the right to litigate or have a jury trial on that Claim in court. Further, Merchant, PayGrove, and American Express will not have the right to participate in a class action or in a representative capacity or in a group of persons alleged to be similarly situated pertaining to any Claim subject to arbitration under this Arbitration Agreement. Arbitration procedures are generally simpler than the rules in court. An arbitrator's decisions are final and binding, and the arbitrator's final decision on a Claim generally is enforceable as a court order with very limited review by a court. Other rights Merchant, PayGrove, or American Express would have in court may also not be available in arbitration.

1.                  Initiation of Arbitration. Claims may be referred to either JAMS or AAA, as selected by the party electing arbitration. Claims will be resolved pursuant to this Arbitration Agreement and the selected organization's rules in effect when the Claim is filed, except where those rules conflict with this Arbitration Agreement. Contact JAMS or AAA to begin an arbitration or for other information. Claims may be referred to another arbitration organization if all parties agree in writing, if American Express selects the organization and Merchant selects the other within 30 days thereafter or if an arbitrator is appointed pursuant to section 5 of the Federal Arbitration Act, 9 U.S.C. 1-16 (FAA). Any arbitration hearing will take place in the federal judicial district where Merchant's headquarters is located or New York, NY, at Merchant's election.

2.                  Limitations on Arbitration. If any party elects to resolve a Claim by arbitration, that Claim will be arbitrated on an individual basis. No Claim is to be arbitrated on a class or purported representative basis or on behalf of the general public or other persons allegedly similarly situated. The arbitrator's authority is limited to Claims between Merchant, PayGrove, and American Express. An arbitration award and any judgment confirming it will apply only to the specific case brought by Merchant, PayGrove or American Express and cannot be used in any other case except to enforce the award as between Merchant, PayGrove and American Express. This prohibition is intended to, and does, preclude Merchant from participating in any action by any trade association or other organization against American Express. Notwithstanding any other provision in this Arbitration Agreement, if any portion of these Limitations on Arbitration is found invalid or unenforceable, then the entire Arbitration Agreement (other than this sentence) will not apply, except that Merchant, PayGrove, and American Express do not waive the right to appeal that decision.

3.                  Previously Filed Claims/No Waiver. Merchant, PayGrove, or American Express may elect to arbitrate any Claim that has been filed in court at any time before trial has begun or final judgment has been entered on the Claim. Merchant, PayGrove, or American Express may choose to delay enforcing or to not exercise rights under this Arbitration Agreement, including the right to elect to arbitrate a claim, without waiving the right to exercise or enforce those rights on any other occasion. For the avoidance of any confusion, and not to limit its scope, this section applies to any class-action lawsuit relating to the "Honor All Cards," "non-discrimination," or "no steering" provisions of the American Express Merchant Regulations, or any similar provisions of any prior American Express Card acceptance agreement, that was filed against American Express prior to the Effective Date of the Arbitration Agreement to the extent that such claims are not already subject to arbitration pursuant to a prior agreement between Merchant and American Express.

4.                  Arbitrator's Authority. The arbitrator will have the power and authority to award any relief that would have been available in court and that is authorized under this Arbitration Agreement. The arbitrator has no power or authority to alter the Merchant Agreement or any of its separate provisions, including this Arbitration Agreement.

5.                  Split Proceedings for Equitable Relief. Merchant, PayGrove, or American Express may seek equitable relief in aid of arbitration prior to arbitration on the merits if necessary to preserve the status quo pending completion of the arbitration. This section shall be enforced by any court of competent jurisdiction, and the party seeking enforcement is entitled to seek an award of reasonable attorneys' fees and costs to be paid by the party against whom enforcement is ordered.

6.                  Small Claims. American Express will not elect arbitration for any Claim Merchant properly files in a small claims court so long as the Claim seeks individual relief only and is pending only in that court.

7.                  Governing Law/Arbitration Procedures/Entry of Judgment. This Arbitration Agreement is made pursuant to a transaction involving interstate commerce and is governed by the FAA. The arbitrator shall apply New York law and applicable statutes of limitations and honor claims of privilege recognized by law. The arbitrator shall apply the rules of the arbitration organization selected, as applicable to matters relating to evidence and discovery, not federal or any state rules of procedure or evidence, provided that any party may ask the arbitrator to expand discovery by making a written request, to which the other parties will have 15 days to respond before the arbitrator rules on the request. If Merchant's Claim is for \$10,000 or less, Merchant may choose whether the arbitration will be conducted solely based on documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing under the rules of the selected arbitration organization. At the timely request of a party, the arbitrator will provide a written opinion explaining his/her award. The arbitrator's decision will be final and binding, except for any rights of appeal provided by the FAA. Judgment on an award rendered by the arbitrator may be entered in any state or federal court in the federal judicial district where Merchant's headquarters or Merchant's assets are located.

8.                  Confidentiality. The arbitration proceeding and all information submitted, relating to or presented in connection with or during the proceeding, shall be deemed confidential information not to be disclosed to any person not a party to the arbitration. All Communications, whether written or oral, made in the course of or in connection with the Claim and its resolution, by or on behalf of any party or by the arbitrator or a mediator, including any arbitration award or judgment related thereto, are confidential and inadmissible for any purpose, including impeachment or estoppel, in any other litigation or proceeding; provided, however, that evidence shall not be rendered inadmissible or non-discoverable solely as a result of its use in the arbitration.

9.                  Costs of Arbitration Proceedings. Merchant will be responsible for paying Merchant's share of any arbitration fees (including filing, administrative, hearing or other fees), but only up to the amount of the filing fees Merchant would have incurred if Merchant had brought a claim in court. American Express will be responsible for any additional arbitration fees. At Merchant's written request, American Express will consider in good faith making a temporary advance of Merchant's share of any arbitration fees, or paying for the reasonable fees of an expert appointed by the arbitrator for good cause.

10.               Additional Arbitration Awards. If the arbitrator rules in Merchant's favor against American Express for an amount greater than any final settlement offer American Express made before arbitration, the arbitrator's award will include: (1) any money to which Merchant is entitled as determined by the arbitrator, but in no case less than \$5,000; and (2) any reasonable attorneys' fees, costs and expert and other witness fees incurred by Merchant.

11.               Definitions. For purposes of this Exhibit C, "Arbitration Agreement (as to Claims involving American Express) (U.S.)" only, (i) American Express includes its affiliates, licensees, predecessors, successors, or assigns, any Purchasers of any receivables, and all agents, directors, and representatives of any of the foregoing, (ii) Merchant includes Merchant's affiliates, licensees, predecessors, successors, or assigns, any Purchasers of any receivables and all agents, directors, and representatives of any of the foregoing, and (iii) Claim means any allegation of an entitlement to relief, whether damages, injunctive or any other form of relief, against American Express or against PayGrove or any other entity that American Express has the right to join, including, a transaction using an American Express product or network or regarding an American Express policy or procedure.

Simply Stated,

Merchants using PayGrove must agree to the Sub-Merchant terms listed here in the Merchant Agreement.

Exhibit D

Business Associate Agreement

This Business Associate Agreement is by and between Sub-Merchant (“Covered Entity”) and PayGrove (“Business Associate”) (hereinafter collectively referred to as the “Parties”).  This Business Associate Agreement is incorporated into the Agreement.  The Parties intend to use this Business Associate Agreement to satisfy the Business Associate contract requirements in the regulations at 45 CFR 164.502(e) and 164.504(e), issued under HIPAA as modified under the final regulations issued January 25, 2013 (the “Final Rule”). This Business Associate Agreement is also intended to incorporate the requirements of the Health Information Technology for Economic and Clinical Health Act, part of the American Recovery and Reinvestment Act of 2009, and its regulations as issued and amended by the Secretary (“HITECH”), as they relate to the obligations of Business Associate.

1.              Definitions

Terms used but not otherwise defined in this Business Associate Agreement shall have the same meaning as those terms in 45 CFR 160.103, 160.402, and 164.501. Notwithstanding the above, “Secretary” shall mean the Secretary of the U.S. Department of Health and Human Services or his designee; “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E; “Electronic Transactions Rule” shall mean the final regulations issued by the Secretary concerning standard transactions and code acts under 45 CFR part 160 and part 162; “Security Rule” shall mean the Security Standards and Implementation Specifications at 45 CFR part 160 and part 164, subpart C; “Breach” shall have the meaning as set forth in 45 CFR §164.402 and “Security Incident” shall have the same meaning as set forth in 45 CFR §164.304. Capitalized terms not otherwise defined herein have the respective meanings given them in the Agreement.

2.              Obligations and Activities of Business Associate

a.              Business Associate agrees to not use or disclose Protected Health Information other than as permitted or required by Section 3 of this Business Associate Agreement, or as required by law. This Business Associate Agreement does not authorize Business Associate to use or disclose Protected Health Information in any manner that will violate the Privacy Rule if done by Covered Entity, except as permitted for Business Associate’s proper management or administration as described herein.

b.              Business Associate agrees to use appropriate administrative, physical and technical safeguards to prevent use or disclosure of the Protected Health Information other than as provided for by this Business Associate Agreement. Business Associate will  implement  administrative, physical, and technical safeguards (including written policies and procedures) that reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic Protected Health Information that Business Associate creates, receives, maintains, or transmits on behalf of Covered Entity as required by the Security Rule.

c.              Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate (or its agents or Subcontractors) in violation of the requirements of this Business Associate Agreement.

d.              Business Associate agrees to report to Covered Entity any use or disclosure of the Protected Health Information not provided for by this Business Associate Agreement of which it becomes aware, including any Breach of Unsecured Protected Health Information as required under 45 CFR 164.410 and any Security Incident of which it becomes aware. The Breach will be treated as being discovered in accordance with 45 CFR 164.410, and Business Associate will report the Breach to Covered Entity as soon as possible but in no event later than 10 calendar days following the discovery of the Breach unless a delay is requested by a law-enforcement official in accordance with 45 CFR 164.412. Business Associate shall include in its report to the Covered Entity, the following information regarding the Breach, to the extent possible:

                i.the identity of each individual whose Unsecured Protected Health Information has been or is reasonably believed to have been breached;

              ii.identify the nature of the Breach, which includes a brief description of what happened, the date of the Breach, and the date of the discovery of the Breach;

             iii.a description of the types of Unsecured Protected Health Information involved in the Breach (such as whether full name, social security number, date of birth, home address, account number, diagnosis, disability code, or other types of information involved);

             iv.a description of what the Business Associate is doing to investigate the Breach, mitigate harm to individuals, and to protect against any further Breaches;

              v.identify what steps, if any, the individuals who were subject to a Breach should take to protect themselves, including any contact procedures the Business Associate will make available for individuals to ask questions or learn additional information; and

             vi.any additional information, including written reports and risk assessment under 45 CFR 164.402, the Covered Entity may reasonably request in its discretion.

e.              Such information shall be provided by Business Associate to Covered Entity within the time specified above, however, if such information is not available at such time, Business Associate shall not delay the initial notification of the Breach to Covered Entity and shall take all reasonable steps  necessary to  promptly collect  and  provide such  additional information to Covered Entity as the information becomes available in accordance with 45 CFR 164.410.

f.               In accordance with 45 CFR §164.502(e)(1)(ii), Business Associate agrees to ensure that any agent, including a subcontractor, that creates, receives, maintains or transmits Protected Health Information and/or Electronic Protected Health Information on behalf of Business Associate agrees to the same restrictions, conditions and requirements that apply to Business Associate with respect to such information in accordance with this Business Associate Agreement or otherwise required by law. In addition, Business Associate shall ensure that any such agent or subcontractor agrees to implement reasonable and appropriate safeguards to protect Covered Entity’s Protected Health Information and/or Electronic Protected Information in accordance with 45 CFR §164.308(b)(2).

g.              Business Associate agrees to provide access within 10 days following the request of Covered Entity to the Covered Entity (or, upon direction of Covered Entity, directly to an individual) for inspection and copying Protected Health Information about the individual in a Designated Record Set that is in the Business Associate’s custody or control in order for Covered Entity to meet the requirements under 45 CFR 164.524. Effective as of the date set forth in the Final Rule, if Covered Entity requests an electronic copy of Protected Health Information, Business Associate agrees to provide an electronic copy of the Protected Health Information if such Protected Health Information is maintained electronically in a Designated Record Set in the Business Associate’s custody and control and is readily producible in such format or, if not, in a readable electronic form and format as agreed to by Covered Entity and Business Associate in order for Covered Entity to meet its electronic access obligations under 45 CFR §164.524. Business Associate shall immediately notify Covered Entity, in writing, upon Business Associate’s receipt of any such request other than from Covered Entity and shall, at Covered Entity’s request, provide Covered Entity with a copy of any Protected Health Information so accessed.

h.              Business Associate agrees to make any Amendment(s) to Protected Health Information in a Designated Record Set that the Covered Entity or an individual directs or agrees to pursuant to 45 CFR 164.526 at the request of Covered Entity or an individual, and in a prompt  and  reasonable  manner  consistent  with  the  HIPAA  regulations.  Business Associate shall immediately notify Covered Entity, in writing, upon Business Associate’s receipt of any such request other than from Covered Entity and shall, at Covered Entity’s request, provide Covered Entity with a copy of any Protected Health Information so amended.

i.               Business Associate agrees to make its internal practices, books, and records, including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity available to the Covered Entity, or at the request of the Covered Entity, to the Secretary in a time and manner designated by the Covered Entity or the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule. Business Associate shall immediately notify Covered Entity, in writing, upon Business Associate’s receipt of any such request and shall, at Covered Entity’s request, provide Covered Entity with a copy of any such request and any materials so accessed.

j.               Business Associate agrees to document disclosures of Protected Health Information and information related to such disclosures as would be required for Covered Entity to respond to a request by an individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR 164.528. Business Associate shall immediately notify Covered Entity, in writing, upon Business Associate’s receipt of any such request for an accounting, other than from Covered Entity, and shall at Covered Entity’s request, provide Covered Entity with a copy of the accounting so provided. Business Associate shall maintain documentation of disclosures of Protected Health Information for a period of at least 6 years following the date of such disclosure.

k.              Business Associate agrees to provide to Covered Entity or an individual an accounting of disclosures of Protected Health Information in accordance with 45 CFR 164.528, in a prompt and reasonable manner consistent with the HIPAA regulations.

l.               Business Associate agrees to satisfy all applicable provisions of HIPAA standards for Electronic Transactions Rule and further agrees to ensure that any agent, including a Subcontractor, that conducts standard transactions on its behalf will comply with the Electronic Transactions rule to the extent required by law.

m.            Business Associate agrees to make reasonable efforts to limit any use, disclosure or request of Protected Health Information to the minimum necessary to accomplish the intended purpose of the use, disclosure or request in accordance with the Privacy Rule. Business Associate agrees that the minimum necessary determination shall be made in accordance with Covered Entity’s minimum necessary policies and procedures together with applicable guidance under HITECH and the HIPAA rules.

n.              Business Associate agrees, effective as of the date of this Business Associate Agreement, to not directly or indirectly receive remuneration in exchange for any Protected Health Information of an individual unless the Covered Entity obtained from the individual, in accordance with 45 CFR 164.508, a valid authorization that includes a specification of whether the Protected Health Information can be further exchanged for remuneration by the entity receiving Protected Health Information of that individual except as set forth under HITECH.

o.              Business Associate agrees to comply, and will require any agent (including Subcontractors) it employs to comply, with the applicable provisions of the Standards for Electronic Transactions Rule, and with the National Provider Identifier requirements (to the extent applicable) and any other rules or requirements established by HHS with respect to such transaction.

p.              Business Associate agrees to report upon request to Covered Entity any Security Incidents resulting from any attempted or successful (i) unauthorized access, use, disclosure, modification, or destruction of Electronic Protected Health Information, or (ii) interference with Business Associate’s information system, of which Business Associate becomes aware. Notwithstanding the foregoing, if such Security Incident resulted in a use or disclosure not permitted by this Business Associate Agreement or a breach of Unsecured Protected Health Information, Business Associate will report such incident as set forth in paragraph (d) above.

q.              Business Associate shall not use or disclose Genetic Information for underwriting purposes in violation of HIPAA.

r.               To the extent Business Associate is responsible for carrying out one or more obligations of Covered Entity under Subpart E of 45 CFR Part 164, Business Associate agrees to comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligation(s).

s.              Business Associate agrees that it is directly subject to the requirements of the Privacy Rule and the Security Rule in accordance with HITECH and the Final Rule, subject to civil and criminal penalties for failure to comply with such requirements.

3.              Permitted or Required Uses and Disclosures by Business Associate

a.              General Use and Disclosure. Business Associate provides services to, or on behalf of, Covered Entity as further described in the Agreement. Except as otherwise limited in this Business Associate Agreement, Business Associate may use or disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Agreement and in this Business Associate Agreement, provided that such use or disclosure of Protected Health Information would not violate the Privacy Rule, including the minimum necessary requirement (as interpreted in accordance with HITECH and guidance from the Secretary), if done by Covered Entity.

b.              Additional use and disclosure. Except for the specific uses and disclosures set forth below, Business Associate may not use or disclose Protected Health Information in a manner that would violate Subpart E of 45 CFR Part 164 if done by the Covered Entity.

c.              Except as otherwise limited in the Agreement or this Business Associate Agreement, Business Associate may use Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.

d.              Except as otherwise limited in this Business Associate Agreement, Business Associate may disclose Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate, provided that such disclosures are required by law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and be used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.

e.              Except as otherwise limited in this Business Associate Agreement, Business Associate may use Protected Health Information to provide data aggregation services related to health care operations of Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B).

f.               Business Associate may use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent with 45 CFR 164.502(j)(1).

g.              Business Associate may use Protected Health Information to de-identify the information in accordance with 45  CFR  §164.514(a)-(c)  only  upon  receiving express written authorization from Covered Entity.

4.              Obligations of Covered Entity to Inform Business Associate of Covered Entity’s Privacy Practices, and any Authorization or Restrictions.

a.              Covered Entity shall notify Business Associate of any limitation(s) in the notice of privacy practices that Covered Entity produces under 45 CFR 164.520 to the extent that such limitation may affect Business Associate’s use or disclosure of Protected Health Information.

b.              Covered Entity shall notify Business Associate of any changes in, or revocation of, the permission by an individual to use or disclose his or her Protected Health Information, to the extent that such changes may affect Business Associate's uses or disclosures of Protected Health Information.

c.              Covered Entity shall notify Business Associate of any restriction on the use or disclosure of Protected Health Information that Covered Entity has agreed to or is required to abide by under 45 CFR 164.522 to the extent that such restriction affects Business Associate's uses or disclosures of Protected Health Information. Business Associate shall comply with and honor any restriction requests to restrict disclosure of Protected Health Information pursuant to 45 CFR 164.522(a) or to provide confidential communications of Protected Health Information pursuant to 45 CFR §164.522(b). Covered Entity will notify Business Associate in writing of the termination of any request for restrictions or confidential communications.

5.              Permissible Requests by Covered Entity.

Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by Covered Entity.

6.              Term and Termination

a.              Term. The Term of this Business Associate Agreement shall be effective as of the date the Agreement is entered into, and shall terminate when all of the Protected Health Information provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy Protected Health Information, protections are extended to such information, in accordance with the termination provisions in this Section.

b.              Termination for Cause. Without limiting the termination rights of the Parties pursuant to the Agreement, and upon Covered Entity's knowledge of a material Breach by Business Associate of a provision under this Business Associate Agreement, Covered Entity shall provide an opportunity for Business Associate to cure the Breach or end the violation and terminate the Agreement if Business Associate does not cure the Breach or end the violation within the time specified by Covered Entity, or immediately terminate the Agreement if Business Associate has breached a material term of this Business Associate Agreement and cure is not possible. If neither termination nor cure is feasible, Covered Entity shall report the violation to the Secretary.

c.              Effect of Termination. The Parties mutually agree that it is essential for Protected Health Information to be maintained after the expiration of the Agreement for regulatory and other business reasons. Upon termination of this Business Associate Agreement, for any reason, Business Associate shall return to Covered Entity or, if agreed by Covered Entity, destroy all Protected Health Information received from Covered Entity or created, maintained or received by Business Associate on behalf of Covered Entity that Business Associate still maintains in any form. The Parties further agree that if it would be infeasible for Covered Entity to maintain such records because Covered Entity lacks the necessary system and expertise,  at  the  election of  Covered  Entity,  Covered  Entity shall  appoint  Business Associate as its custodian for the safe keeping of any record-containing Protected Health Information that Business Associate may determine it is appropriate to retain. Notwithstanding the expiration or termination of the Agreement, Business Associate shall extend the protections of this Business Associate Agreement to such Protected Health Information, and limit further use or disclosure of the Protected Health Information to those purposes that make the return or destruction of the Protected Health Information infeasible for as long as Business Associate maintains such Protected Health Information. This provision shall apply to Protected Health Information that is in the possession of agents (including Subcontractors) of Business Associate.

7.              Miscellaneous

a.              Entire Agreement. This Business Associate Agreement constitutes the entire agreement of the Parties with respect to the Parties’ obligations under the business associate provisions of 45 C.F.R. parts 160 and 164. This Business Associate Agreement supersedes all prior or contemporaneous written or oral memoranda, arrangements, contracts or understandings between the Parties hereto relating to the Parties’ compliance with Parties’ health information confidentiality and security obligations under 45 C.F.R. parts 160 thorough 164.

b.              Regulatory References. A reference in this Business Associate Agreement to a section in the Privacy Rule means the section as in effect or as amended, and for which compliance is required.

c.              Amendment. Upon the enactment of any law or regulation affecting the use or disclosure of Protected Health Information, or the publication of any decision of a court of the United States or any state relating to any such law or the publication of any interpretive policy or opinion of any governmental agency charged with the enforcement of any such law or regulation, either party may, by written notice to the other party, amend the Agreement and this Business Associate Agreement in such manner as such party determines necessary to comply with such law or regulation. If the other party disagrees with such amendment, it shall so notify the first party in writing within thirty (30) days of the notice. If the Parties are unable to agree on an Amendment within thirty (30) days thereafter, then either of the Parties may terminate the Agreement on thirty (30) days written notice to the other party.

d.              Survival. The respective rights and obligations of Business Associate under Section 6 of this Business Associate Agreement shall survive the termination of this Business Associate Agreement.

e.              Interpretation. Any ambiguity in this Business Associate Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the Privacy Rule and Security Rule.

f.               Severability. In the event any portion of this Business Associate Agreement is held invalid or unenforceable, such determination shall not affect the remaining terms and provisions hereof that may be given effect without such invalid or unenforceable provisions, and to  this  end  the provisions of this Business Associate Agreement are declared to be severable.

g.              No third party beneficiary. Nothing expressed or implied in this Business Associate Agreement or in the Agreement is intended to confer, nor shall anything herein confer, upon any person other than the Parties and the respective successors or assignees of the Parties, any rights, remedies, obligations, or liabilities whatsoever.

h.              Governing Law. This Business Associate Agreement shall be governed by and construed in accordance with the laws of the state of Washington to the extent not preempted by the Privacy Rules or other applicable federal law.

i.               Performance guarantees. The performance guarantee provisions contained in the Agreement shall also apply to this Business Associate Agreement.

j.               Affiliates. This Business Associate Agreement shall be binding upon the Parties and their current and future Affiliates, successors and permitted assigns. “Affiliate” shall mean any entity owned or controlled by, under common ownership or control with, or which owns or controls, either party to this Business Associate Agreement or any of its subsidiaries.

Exhibit E

Privacy Statement

PayGrove is committed to safeguarding the privacy and security of the personal information it collects. This Privacy Statement explains Merchant Services’ policies and practices with respect to the handling of personal information. This Privacy Statement shall be read and is provided in addition to other privacy policies or statements you receive or encounter from the JPMorgan Chase & Co. family of companies PayGrove; please know that this policy controls for purposes of your accounts or relationships with  Merchant Services.

1.              Circumstances Where We Collect Information

Merchant Services does not provide services for consumer, personal, family or household purposes and generally does not have direct relationships with, or collect information directly from, individual consumers. The personal information we receive and collect, as described below, relates to Sub-Merchants (and their owners and operators), the payment transactions we help Sub-Merchants execute, and representatives of prospective or potential business customers interested in learning more about our services.

Circumstances where Merchant Services collects information, including personal information, include the following:

a.              Browsing our Website. When you browse our Website, we collect information as described in the online privacy policy or statement applicable to our Website.

b.              Your Inquiries. When you complete and submit a form or otherwise provide us with personal information about you on our Website, or contact us by e-mail, fax, or telephone, Merchant Services stores the inquiries and their contents. Merchant Services, pursuant to applicable law, may record or monitor telephone calls for various business purposes, including quality assurance, training, and record keeping.

c.              Opening an Account or Using Our Services. When you submit an application to become a Sub-Merchant, you will be required to provide us with certain information about your business, and its owners and officers, which also act as guarantors of the Sub-Merchant’s obligations. Personal information we collect about owners, officers and guarantors includes name and personal contact information, date of birth, tax identification number and ownership information. When you open an Account or submit an application, Merchant Services also obtains and stores credit, financial and other personal information about your business, and its officers, owners and guarantors from consumer reporting agencies, credit bureaus, relevant financial institutions, and other entities.

d.              From Customers of Our Sub-Merchants. If a consumer purchases a product or service from a Sub-Merchant using a credit or debit card, or any other method of payment for which we provide the Sub-Merchant with transaction processing services, the consumer will likely provide that Sub-Merchant with certain personal information including, for example, the consumer’s name, credit card number and transaction information. Our Sub-Merchants transmit some of this information (“Order Information”) to us in connection with processing the transaction.

e.              Merchant Services is a global business and therefore we transmit, transfer, store or process personal information to, or through, other countries in the world, as we deem necessary, appropriate, and in accordance with applicable legal, contractual or regulatory obligations. When we do, we take appropriate steps to protect the confidentiality and security of the personal information in accordance with this Privacy Statement. Our employees, affiliates and third parties we engage to provide services on our behalf are responsible for complying with the data protection requirements set forth in this Privacy Statement.

2.              Use and Disclosure of Information

Merchant Services uses, retains and discloses personal information to (i) comply with any applicable legislation requiring Merchant Services to obtain, verify, and record information that identifies each entity with which it establishes a Sub-Merchant relationship; (ii) evaluate your eligibility for a Sub-Merchant Account, which involves disclosure to consumer reporting agencies, commercial credit bureaus, and relevant financial institutions; and (iii) as required or permitted by law. Merchant Services also uses your information to contact you about other Merchant Services offerings and services, as well as offerings and services of our affiliates. If you are, or become a Sub-Merchant, Merchant Services discloses your information, and information about your officers, directors and guarantors during the course of providing such services to card associations, banks and other financial institutions involved in the course of processing or screening the transaction, and to third parties that have contracted with Merchant Services to perform certain functions of our services on our behalf. Merchant Services uses or discloses your personal information for the additional purposes of facilitating and completing merchant-initiated or authorized transactions; complying with local laws, including credit reporting laws and card association rules; assisting in preventing fraud; informing you about general company news, product updates and developments, card association rules, and industry trends; offering you products and services of interest to you; or as otherwise permitted by your agreements with us, your consent, or as required by applicable law.

Examples where we use and disclose information include:

a.              Service Providers. Merchant Services provides personal information to outside organizations as necessary to provide requested services. Our contracts with such third parties require that any information that we provide to them is kept confidential and used solely for the purposes of providing the services that they have been contracted with to provide.

b.              Government Inquiries. We share information with regulatory authorities and law enforcement officials when we believe such disclosure is necessary to comply with legal requirements. We share information with third parties where appropriate to protect against fraud or verify or enforce our terms of use, our other rights, or other applicable policies.

c.              Referral Programs. Where a Sub-Merchant is referred to Merchant Services by a referral partner, Merchant Services shares Sub-Merchant information, including name, location, Sub-Merchant ID, transaction volume, card summary and Sub-Merchant status, with the referral partner as necessary to administer the referral arrangement, including to calculate fees, determine Sub-Merchant’s continued eligibility for the referral program and any preferred pricing, and servicing and managing the Sub-Merchant’s Account.

d.              Order Information. When we provide processing services to our Sub-Merchants, we disclose Order Information to banks, other processors, credit and debit card organizations and associations, and other financial institutions involved in effecting the transaction represented by the Order Information. In addition, we disclose some or all of the information we collect to our affiliated companies or to non-affiliated third parties where necessary or appropriate to comply with local laws or the rules and regulations of the respective card organizations or other payment entities.

e.              De-identified information. We also use and disclose data we collect or generate on an aggregate or de- identified basis (such that it does not identify any individual Sub-Merchant or card holder) for business purposes, where permissible under applicable laws and regulations.

3.              Protection of Cardholder and Sub-Merchant Data

Merchant Services has implemented various measures, in accordance with applicable laws, rules and regulations such as PCI DSS and HIPPA, to help ensure the security and confidentiality of cardholder and Sub-Merchant data. These measures include appropriate administrative, technical and physical safeguards designed to protect against anticipated threats or hazards to the security or integrity of such information and against unauthorized access to or use of such information.

4.              Retention of Information

Merchant Services retains the personal information it collects as long as necessary for the fulfillment of the purposes for which it was collected, subject to reasonable legal limitation periods, statutory or regulatory retention requirements and legitimate business requirements.

Merchant Services will use reasonable efforts to ensure that personal information which is no longer required will be disposed of or destroyed in a secure manner.

5.              Personal Information

For the purpose of this Privacy Statement, “personal information” means information that identifies, is identifiable to, or can be used to identify an individual alone or in combination with other information, as more particularly defined in applicable privacy legislation. Personal information does not include aggregate information that cannot be associated with a specific individual, and in certain jurisdictions, it also excludes business contact information.

6.              Modifications to Privacy Statement

We continue to review our policies and procedures to assure they are effective in meeting our commitments to our Sub-Merchants. Accordingly, we may change this Privacy Statement from time to time. When we do, we will let you know by appropriate means such as by posting the revised statement on this page with a new “Last Modified” date. All changes will become effective when posted unless indicated otherwise.

 [VC1]Would “Customers” not be “Purchasers?” Is there a distinction or a reason for using Customers instead of Purchasers?