Merchant Agreement Read agreement
In consideration of the mutual promises and covenants contained in this Merchant Agreement (“Agreement”), the parties agree as follows:
1. Parties. The parties to this Agreement are (“Bank”, as marked and described below), JETPAY MERCHANT SERVICES, LLC, a Texas limited liability company whose address is 3361 Boyington Drive, Suite 180, Carrollton, TX 75006 (“JETPAY”), and the Merchant set forth on the Merchant Application form to which this Agreement is attached (“Merchant”).
2. Definitions. For the purposes of this Agreement and the Schedules referred to herein, the following definitions apply unless the context otherwise requires:
( a ) Address Verification shall mean a service that allows Merchant to verify the billing address of Cardholders with the relevant Issuer.
( b ) Association(s) shall mean VISA USA, Inc. (“Visa”) and MasterCard International, Inc. (“MasterCard”) American Express (AMEX), and Discover Network (“Discover Network”).
( c ) Authorization shall mean an affirmative response, by or on behalf of an Issuer to a request to effect a Transaction, that a Transaction is within the Cardholder’s available credit limit and that the Cardholder has not reported the Card lost or stolen. All Transactions require Authorization.
( d ) Authorization Center shall mean the facility or facilities designated from time to time by JETPAY to which Merchant shall submit all requests for Authorization.
( e ) Business Day shall mean any day other than (i) a Saturday or Sunday, or (ii) a day on which banking institutions in the United States are authorized by law or executive order to be closed (and on which Bank is in fact closed).
( f ) Card(s) shall mean either a Visa, MasterCard, or Discover Network credit card, debit card or other similar card that requires a PIN for identification purposes or pre-paid, stored-value or gift card.
( g ) Cardholder shall mean a person authorized to use a Card.
( h ) Chargeback shall mean a Transaction that Bank returns to Merchant pursuant to this Agreement.
( i ) Forced Sale shall mean a sales Transaction processed without an approved electronic Authorization number being obtained for the full amount of the sales Transaction at the time the Transaction is processed.
( j ) Full Recourse Transactions shall mean all transactions that include mail orders, telephone orders, e-commerce (Internet) orders, Pre-Authorized Recurring Order Transactions, and other “card not present” sales.
( k ) Issuer shall mean a member of an Association that enters into a contractual relationship with a Cardholder for the issuance of one or more Cards.
( l ) Merchant Statement shall mean an itemized monthly statement of all charges and credits to the Operating Account (as that term is defined in Section 9 of this Agreement).
( m ) Mid-Qualified Transactions shall mean: (i) key-entered retail Transactions; (ii) Visa telephone or mail Transactions without Address Verification; (iii) any MasterCard telephone or mail Transaction; (iv) any Discover Network telephone or mail Transaction; (v) any Transaction designated as such by the organization designated by Bank to settle Transactions with the Associations.
( n ) Non-Qualified Transactions shall mean: (i) any Transaction submitted for processing more than 48 hours past the time the Authorization occurred; (ii) any Transaction missing required data; and (iii) any Transaction designated as such by the organization designated by Bank to settle Transactions with the Associations.
( o ) Normal Transaction shall mean a Transaction in which the Card is swiped through a terminal, register or other device, capturing the Card information encoded on the Card’s magnetic strip.
( p ) Pre-Authorized Recurring Order Transactions shall mean Transactions that have been pre-authorized by the Cardholder and for which the goods or services are to be delivered or performed in the future by Merchant without having to obtain approval from the Cardholder each time.
( q ) Qualified Transactions shall mean: (i) retail Transactions in which the Card is swiped; (ii) Visa telephone or mail Transactions with Address Verification; or (iii) Transactions that are part of a special registered program approved by the Associations.
( r ) Services shall mean the transaction processing services provided by Bank under this Agreement.
( s ) Transaction shall mean the acceptance of a Card or information embossed on the Card for payment for goods sold and/or leased or services provided to Cardholders by Merchant and receipt of payment from Bank, whether the Transaction is approved, declined, or processed as a Forced Sale. The term “Transaction” also includes credits, errors, returns and adjustments.
( t ) Blinksale shall mean Doublewide Partners I, LLC, d/b/a Blinksale, the software provider through which services are provided to the Merchant.
3. Merchant agrees to participate in program. Merchant agrees to participate in the card processing services program established by Bank and JETPAY.
4. JETPAY to provide services to Merchant through the Blinksale web application. During the term of this Agreement, subject to the terms and conditions of this Agreement, JETPAY agrees to provide technical documentation and support via Blinksale.com and the add-on service, “Blinkpay” in order to allow Merchant to accept and process Transactions. Blinksale shall provide first tier support (from 9:00am CST until 5:00pm CST Monday through Friday, excluding holidays), and JETPAY shall provide second tier (twenty-four hours each day, seven days each week) technical support and customer support for all Transactions, including, without limitation, Authorization, settlement, Chargeback processing and reporting, during business hours during the term of this Agreement. JETPAY agrees to provide Merchant with the those Services on Schedule A which are not provided by Bank, as amended from time to time by JETPAY, during the term of this Agreement, subject to the terms and conditions of this Agreement.
5. Bank to Provide Services to Merchant. Bank agrees to provide Merchant with the Services indicated on Schedule A, as amended from time to time by Bank, during the term of this Agreement, subject to the terms and conditions of this Agreement.
6. Independent Contractor. In the performance of its duties hereunder, JETPAY, and Blinksale shall each be independent contractors, and not employees or agents of each other or Bank.
7. Compliance with Association Rules. Merchant agrees to comply with the bylaws, rules, regulations, policy statements and guidelines of the Associations and Bank.
8. Term. This Agreement shall become effective when all parties sign the Merchant Application form to which this Agreement is attached and JetPay has issued a TID and shall continue on a month-to-month basis thereafter.
9. Merchant Operating Account. Prior to accepting any Cards, Merchant shall establish a demand deposit account at Bank, or at a financial institution approved by Bank (“Operating Account”), through which fees, charges and credits due in accordance with this Agreement may be processed. Merchant authorizes Bank or JETPAY to debit all amounts Merchant owes Bank or JETPAY hereunder from the Operating Account, whether maintained at Bank or another financial institution, at times deemed appropriate by Bank, through the ACH Banking Network or by a manual debit of the Operating Account. Merchant waives any claims for loss or damage arising out of any such charges or debits to the Operating Account against any other financial institution where the Operating Account is maintained.
10. Reserve Account. Upon, or at any time after, execution of this Agreement, Bank or JETPAY may establish a reserve account at Bank or any other financial institution designated by Bank “Reserve Account”, for all future indebtedness of Merchant to Bank or JETPAY that may arise out of or relate to the obligations of Merchant under this Agreement, including, but not limited to, Chargebacks and fees, in such amount as Bank from time to time may determine in its sole discretion. Bank may fund the Reserve Account by deduction from payments due Merchant or a charge against Merchant’s Operating Account or against any of Merchant’s accounts at Bank. The initial amount of the reserve account is provided for in Schedule B. The Reserve Account will be maintained for a minimum of six months after the date on which this Agreement terminates or until such time as Bank determines that the release of the funds to Merchant is prudent, in the best interest of Bank, and commercially reasonable, and that Merchant’s account with Bank is fully resolved. Upon expiration of this six-month period, any balance remaining in the Reserve Account will be paid to Merchant. Bank will inform Merchant in writing of any charges debited to the Reserve Account during this six-month period.
11. Fees. Merchant shall pay Bank and JETPAY all fees specified on Schedule A, as amended by Bank or JETPAY from time to time. For each Transaction, Bank or JETPAY will charge Merchant as follows:
( a ) Actual Visa, MasterCard, and Discover Network interchange and assessments; and/or;
( b ) An amount (“Merchant Discount Fees”) equal to a specified percentage of the total cash price of each sales and cash withdrawal Transaction (“Merchant Discount Rate”);
( c ) A specified amount per Transaction (“Transaction Fee”); and
( d ) A specified amount per Authorization (“Authorization Fee”). The Merchant Discount Rate, Authorization Fees and Transaction Fees are set forth on Schedule A. The Merchant Discount Fees are based on sales, not net sales. Different Merchant Discount Rates apply to Qualified, Mid-Qualified and Non-Qualified Transactions, as shown on Schedule A. Merchant agrees that Bank and JETPAY will deduct Merchant Discount Fees from the Operating Account or Reserve Account on a daily basis unless a monthly basis is specified on Schedule A. Merchant also agrees to pay Bank or JETPAY the amount of any fees, charges or penalties assessed against Bank or JETPAY by any Association or Issuer for Merchant’s violation of the by-laws, rules, regulations, guidelines, policy statements or threshold requirements of such entities. Merchant shall pay Bank or JETPAY for any other services provided to Merchant by Bank or JETPAY and for all other fees shown on Schedule A, including, but not limited to monthly minimum fees, Chargeback fees and customer service fees.
12. Billing. All amounts Merchant owes Bank or JETPAY may be charged to the Operating Account or Reserve Account, recouped by adjustment to any credits due to Merchant, or set off against any account or property Bank or JETPAY holds for or on behalf of Merchant.
13. Security Interest. As security for the performance by Merchant of all of its obligations under this Agreement, Merchant hereby grants to Bank a security interest in the funds held in the Operating Account and in the Reserve Account. Merchant will execute and deliver to Bank such documents, in form satisfactory to Bank, as Bank may reasonably request in order to perfect Bank’s security interest in the Operating Account and Reserve Account, and will pay all costs and expenses of filing the same or of filing this Agreement in all public filing offices, where filing is deemed by Bank to be necessary or desirable. Bank is authorized to file financing statements relating to the Operating Account and the Reserve Account without Merchant’s signature where authorized by law.
14. Power of Attorney. Merchant appoints Bank as its attorney-in-fact to execute such documents as are necessary or desirable to accomplish perfection of any security interests. This appointment is coupled with an interest and shall be irrevocable as long as Merchant owes any amount to Bank or JETPAY.
15. Blinkpay. In processing Transactions, Merchant shall use only Blinkpay software provided by BLINKSALE via its website at blinksale.com. Merchant will use and operate the software only in accordance with the Blinksale Terms of Service, located at www.blinksale.com/tos; and (d) Bank will have no liability to Merchant if any service is delayed or cannot be completed. Blinksale and/or JETPAY will not have liability to Merchant if any service is delayed or cannot be completed for reasons not caused by the act or neglect of Blinksale or JETPAY. At no time will BLINKSALE or JETPAY liability exceed the amount of fees collected or reasonably expected to be collected from merchant for this delay period.
16. Documenting Transactions. Merchant shall submit the following information to Bank or Bank’s designee in connection with Transaction processing:
( a ) The DBA name of Merchant (if any), name of Merchant and Merchant’s address;
( b ) Merchant’s customer service telephone number;
( c ) Merchant’s Internet address (if applicable);
( d ) The Merchant Number assigned to Merchant by Bank;
( e ) The Card account number, validation date and/or expiration date of the Card, if one appears on the Card used to effect the Transaction;
( f ) The name, address and telephone number of Cardholder; and
( g ) Such additional information as may from time to time be required by Bank and/or the relevant Issuer. Merchant shall not submit a Transaction to Bank (electronically or otherwise) until Merchant has performed its obligations to the Cardholder in connection with the Transaction or obtained Cardholder’s consent for a Pre-Authorized Recurring Order Transaction. Merchant shall not transmit any Transaction to Bank that Merchant knows or should have known to be fraudulent or not authorized by the Cardholder. Merchant is responsible for its employees’ actions. Merchant may transmit a Transaction that effects a prepayment of services or full prepayment of custom-ordered merchandise, manufactured to a Cardholder’s specifications, if Merchant advises Cardholder of the immediate billing at the time of the Transaction and within time limits established by the Associations.
17. Authorization for Transactions. Merchant shall obtain Authorization for Transactions as follows:
( a ) Electronically Transmitted Transaction. Merchant shall submit each Normal Transaction for Authorization to JetPay using Blinkpay. JetPay shall authorize or decline a Normal Transaction transmitted for Authorization and shall capture and process for Merchant the information relating to the Normal Transaction.
18. Prohibited Transactions. Merchant shall not do any of the following with respect to any Transaction:
( a ) Impose a surcharge on a Cardholder who elects to use a Card in lieu of payment by cash, check or other mode of payment;
( b ) Charge a Cardholder more than the amount the Cardholder would pay if payment were made by cash or check;
( c ) Establish a minimum or maximum dollar Transaction amount;
( d ) Obtain multiple Authorizations for amounts less than the total sale amount;
( e ) Obtain Authorization for purposes of setting aside Cardholder’s credit line for use in future sales;
( f ) Extend credit for or defer the time of payment of the total cash price in any Transaction;
( g ) Honor a Card except in a Transaction where a total cash price is due and payable;
( h ) Make any special charge to or extract any special agreement or security from any Cardholder in connection with any Transaction;
( i ) Transmit or accept for payment any Transaction that was not originated directly between Merchant and a Cardholder for the sale or lease of goods or the performance of services of the type indicated in the Merchant Application form to which this Agreement is attached;
( j ) Honor or accept a Card as payment for any legal services or expenses arising out of or related to: (i) the defense of any crime other than a traffic violation; (ii) any domestic relations matter where such services or expenses are furnished to a person whose name is not embossed on a Card; or (iii) any bankruptcy, insolvency, compromise, composition or other process affecting Cardholder’s creditors;
( k ) Use Merchant’s own Card, or one to which Merchant has access, to process a Transaction for the purpose of obtaining credit for Merchant’s own benefit;
( l ) Redeposit a previously charged Transaction, regardless of whether the Cardholder consents;
( m ) Initiate a Transaction credit without a balance in the Operating Account equal to the credit;
( n ) Use the equipment or any data received thereon for any other purpose other than for determining whether or not Merchant should accept checks or Cards in connection with a current sale or lease of goods or services;
( o ) Use the equipment or any data received thereon for credit inquiry purposes or any other purpose not authorized by this Agreement;
( p ) Draw or convey any inference concerning a person’s creditworthiness, credit standing, credit capacity, character, general reputation, personal characteristics or mode of living when any Card or check is processed as non-accepted;
( q ) Disclose any information obtained through the equipment to any person except for necessary disclosures to affected Cardholders, Bank and/or the Issuer;
( r ) Add any tax to Transactions unless applicable law expressly requires that Merchant be permitted to impose a tax. Any tax, if allowed, must be included in the Transaction amount and not collected separately;
( s ) Disburse funds in the form of travelers cheques, if the sole purpose is to allow the Cardholder to make a cash purchase of goods or services from Merchant;
( t ) Disburse funds in the form of cash;
( u ) Accept a Card to collect or refinance an existing debt;
( v ) Issue a transaction credit in respect of goods or services acquired in a cash transaction which are returned; or
( w ) Make any cash refund to a Cardholder who has made a purchase with a Card. All transaction credits will be issued to the same Card account number as the sale.
19. Prohibition of Furnishing Account Information. Merchant shall not sell, purchase, provide or exchange Card account number information in the form of Transaction documents, carbon copies of imprinted Transaction documents, mailing lists, tapes, journal rolls or other media obtained by reason of a Card to any third party.
20. Daily Reconciliation of Transactions.
( a ) Electronically Transmitted Transactions. Transactions will be settled on a daily basis. Bank shall deliver payment to Merchant as soon thereafter as practicable by a credit to the Operating Account equal to the reconciled summary Transaction total of all of Merchant’s total summary Transactions since the previous credit. This credit will be reduced, if necessary, by: (i) the sum of all Cardholder charges denied, refused or charged back; (ii) all refunds processed on account of Cardholders during said time period; (iii) the fees and charges, including Chargebacks, Merchant owes Bank or JETPAY hereunder; (iv) all taxes, penalties, charges and other items incurred by Bank that are reimbursable pursuant to this Agreement; and (v) all applicable rates, fees and charges described on Schedule A.
( b ) Reconciliation of Transactions. Merchant shall reconcile each settled Transaction within fifteen (15) days after the date on which such Transaction is submitted to Bank for payment, and shall notify Bank and JETPAY immediately of any discrepancies or errors Merchant notes as a result of such reconciliation. Neither Bank nor JETPAY shall have any responsibility or liability for Transaction-related errors or omissions that are brought to their attention more than thirty (30) days after the date on which the Transaction to which such error or omission relates is first presented to Bank for settlement.
( c ) Provisional Credit. Any credits to the Operating Account are provisional only and subject to revocation by Bank until such time that the Transaction is final and no longer subject to Chargeback by the Issuer, Cardholder or Associations. Bank may withhold payment for a Transaction to Merchant, for any reason, until such time as the Transaction has been verified as legitimate by the relevant Issuer or Bank and/or JETPAY receive adequate supporting documentation from Merchant to authenticate the Transaction and mitigate Chargeback risk.
21. Adjustments and Returns. Merchant will maintain a fair exchange and return policy and make adjustments with respect to goods and services sold and/or leased to its customers whenever appropriate. If goods are returned, or services are terminated or canceled, or any price is adjusted, Merchant will prepare and transmit a credit or return Transaction, either electronically or by paper, for the amount of the adjustment as a deduction from the total amount of Transactions transmitted that day. If the amount of credit or return Transactions exceeds the amount of sales Transactions, Merchant shall pay Bank the excess. Merchant shall make no cash refunds on Transactions and shall handle all credit adjustments as provided in this Section 21. If no refund or return will be given, Cardholder must be advised in writing that the sale is a “final sale” and “no returns” are permitted at the time of the Transaction. Cardholder also must be advised in writing of any policy of Merchant that provides for no-cash refunds and in-store credit only. Merchant shall follow Association reservation/no-show policies. Merchant shall notify Cardholders in writing of this policy on all advance reservations. Merchant also shall notify Cardholders at the time of the reservation of the exact number of days required for reservation deposit refunds.
22. Chargebacks. The acceptance by Bank of any Transaction processed in accordance with the terms of this Agreement shall be without recourse to Merchant, except for: (i) Full Recourse Transactions; (ii) as otherwise indicated in this Agreement; and (iii) as follows:
( a ) No specific prior Authorization for the Transaction was obtained from the Authorization Center, the approval number does not appear in the electronic transmittal that is maintained by Bank, or the Transaction was submitted to the Bank or JETPAY thirty (30) days or more after the date on which the goods and/or services to which the Transaction relates were purchased or leased by the relevant Cardholder;
( b ) The Transaction was based on a pre-authorization form and the Card on which the Authorization was based has been canceled and Merchant was so notified prior to the Transaction;
( c ) The Card giving rise to the Transaction was canceled and prior to, or at the time of, the Transaction, and Merchant received notice of the cancellation through the electronic terminal, in writing or otherwise;
( d ) The Card expired prior to the date of the Transaction or the date of Transaction was prior to the validation date, if any, indicated on the Card;
( e ) The information required in Sections 16 and 17( b ) above was not submitted to Bank;
( f ) Bank or Issuer has received a complaint from or on behalf of a Cardholder stating that there is an unresolved dispute or defense to a charge (whether or not valid) between Merchant and Cardholder;
( g ) The Cardholder makes a written complaint to Bank or Issuer that the Cardholder did not make or authorize the Transaction;
( h ) A setoff or counterclaim of any kind exists in favor of any Cardholder against Merchant that may be asserted in defense of an action to enforce payment against the Cardholder in a Transaction;
( i ) The Transaction was made at or by a Merchant other than Merchant named in this Agreement;
( j ) The Transaction otherwise violates the terms of this Agreement or any other Association or Issuer bylaw, rule, regulation, policy or guideline;
( k ) A Transaction is charged back by an Issuer; or
( l ) Any representation or warranty made by Merchant in connection with the Transaction is false or inaccurate in any respect. In any such case, Bank shall not be obligated to accept a Transaction for credit to the Operating Account. If Bank has credited the Operating Account or Reserve Account for such a Transaction, Bank may return the Transaction to the Merchant, and Merchant shall pay Bank the amount of the Transaction. Merchant agrees that Bank, without prior notice to Merchant, may (i) charge the amount of the Transaction to the Operating Account or Reserve Account; (ii) recoup the amount of the Transaction by adjustment of the credits due to Merchant; or (iii) set off the amount of the Transaction against any account or property Bank holds for or on behalf of Merchant. If Merchant disagrees with Bank’s decision to charge back a Transaction, Merchant must so notify Bank in writing within 10 days of the Chargeback, and provide documentation that the dispute has been resolved to Cardholder’s satisfaction or proof that a credit has been issued. Without limiting the generality of any other provision of this Agreement, if Bank or JETPAY, if JETPAY has indemnified Bank, takes legal action against Merchant for any Chargebacks or any amounts due Bank or JETPAY hereunder, Merchant shall pay the costs and attorneys’ fees incurred by Bank and/or JETPAY, whether suit is commenced or not.
23. Merchant Statement. At least once per month, JETPAY shall provide Merchant with a statement (the “Merchant Statement”) via electronic mail. All information appearing on the Merchant Statement shall be deemed accurate and affirmed by Merchant unless Merchant objects by written notice specifying the particular item in dispute within 30 days of the date of the Merchant Statement.
24. Retention of Original Sales Information. Merchant shall retain the information required by Sections 16 and 17( a ) for three years from the date of the Transaction. At the request of Bank, Merchant shall provide such information to Bank or JETPAY, as directed by Bank, within five (5) days of receipt of a request from Bank. Failure to meet such time frame or non-delivery of any item or delivery of an illegible copy of an item requested by an Issuer shall constitute a waiver by Merchant of any claims and may result in an irrevocable Chargeback for the full amount of the Transaction.
25. Recovery of Cards. In a face-to-face transaction merchant will use its best efforts to reasonably and peaceably recover and retain any Card for which Merchant receives notification of cancellation, restrictions, theft or counterfeiting. This notice may be given: (i) electronically through the equipment; (ii) by the Authorization Center through any means; or (iii) by listing on any canceled Card or restricted Card list. Merchant shall also take reasonable steps to recover a Card which it has reasonable grounds to believe is counterfeit, fraudulent or stolen.
26. Customer Complaints. Merchant shall respond promptly to inquiries from Cardholders and shall resolve any disputes amicably. If unresolved disputes occur with a frequency unacceptable to Bank, Bank may terminate this Agreement. Bank reserves the right to charge Merchant reasonable fees and reimbursement on account of excessive Cardholder inquiries, refunds or Chargebacks. Merchant agrees to maintain the following information in writing with respect to each claim or defense asserted by a Cardholder for which Merchant has received notice:
( a ) The Cardholder’s name;
( b ) The Card account number;
( c ) The date and time the Cardholder asserted the claim or defense;
( d ) The nature of the claim or defense; and
( e ) The action that Merchant took in an attempt to resolve the dispute. Upon request, Merchant shall furnish Bank with this information in writing within 10 days.
27. Confidentiality. Merchant shall treat all information received in connection with this Agreement as confidential. Merchant shall prevent the disclosure of this information except for necessary disclosures to affected Cardholders, to Bank, to JETPAY and to Issuers.
28. Associations’ and Issuers’ Requirements. Merchant shall comply with all bylaws, rules, regulations, policies and guidelines of the Associations and any Issuer whose Cards are used to process Transactions in accordance with this Agreement. Merchant will display prominently at its place of business Card emblems and other promotional material and literature provided by Bank directly or through JETPAY. Subject to the prior written consent of Bank and upon such conditions as authorized by Bank, Merchant may use Card service marks or design marks in its own advertisement and promotional materials.
29. Compliance with Applicable Law. Merchant represents and warrants that it has obtained all necessary regulatory approvals, certificates and licenses to sell any product or provide any service it intends to offer, and that it is in compliance with the Telephone Disclosure and Dispute Resolution Act and the regulations of the Federal Trade Commission and the Federal Communications Commission. Merchant shall comply with all present and future federal, state and local laws and regulations pertaining to Transactions, including, without limitation, the Federal Fair Credit Reporting Act, the Federal Truth-in-Lending Act, the Electronic Fund Transfers Act and the Federal Equal Credit Opportunity Act, as amended.
30. Taxes. Each party hereto shall report its income and pay its own taxes to any applicable jurisdiction. If Bank or JETPAY are required to pay any taxes, interests, fines or penalties owed by Merchant, said amount shall become immediately due and payable by Merchant to Bank or JETPAY. If excise, sale or use taxes are imposed on the Transactions, Merchant shall be responsible for the collection and payment thereof. Bank or JETPAY shall be entitled to recover of any of said taxes paid by it on behalf of Merchant from Merchant immediately after payment.
31. Limitation of Liability. In addition to all other limitations on the liability of Bank and JETPAY contained in this Agreement, neither Bank nor JETPAY shall be liable to Merchant or Merchant’s customers or any other person for any of the following:
( a ) Any loss or liability resulting from the denial of credit to any person or Merchant’s retention of any Card or any attempt to do so;
( b ) Any loss caused by a Transaction downgrade resulting from defective or faulty software regardless if owned by Bank, JETPAY, Blinksale, or Merchant;
( c ) The unavailability of Services caused by the termination of contracts with computer hardware vendors, processors or installers, whether terminated by Bank, Blinksale, JETPAY or any other person for any reason.
NEITHER BANK, NOR BLINKSALE, NOR JETPAY SHALL BE LIABLE FOR ANY LOST PROFITS, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES TO MERCHANT OR TO ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE SERVICES TO BE PERFORMED BY BANK, BLINKSALE, OR JETPAY PURSUANT TO THIS AGREEMENT. MERCHANT ACKNOWLEDGES THAT BANK HAS PROVIDED NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY SOFTWARE AND THAT BANK HAS NO LIABILITY WITH RESPECT TO ANY SOFTWARE. BANK MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES IT PROVIDES HEREUNDER. SHOULD THERE BE ERRORS, OMISSIONS, INTERRUPTIONS OR DELAYS RESULTING FROM BANK’S, BLINKSALE’S, OR JETPAY’ PERFORMANCE OR FAILURE TO PERFORM OF ANY KIND, BANK’S, BLINKSALE’S AND JETPAY’ LIABILITY SHALL BE LIMITED TO CORRECTING SUCH ERRORS IF COMMERCIALLY REASONABLE OR SUPPLYING SUCH OMISSIONS IN THE WORK PRODUCT IN WHICH THEY HAVE OCCURRED.
32. Limitation on Damages. In no case shall Merchant be entitled to recover damages from JETPAY, Blinksale, or Bank that exceed the fees retained by Bank and JETPAY pursuant to this Agreement during the six month period immediately prior to the event giving rise to the claim for damages.
33. Indemnification. Merchant agrees to indemnify and hold Bank, Blinksale and JETPAY harmless from any and all losses, claims, damages, liabilities and expenses, including attorneys’ fees and costs (whether or not an attorney is an employee of Bank or Bank’s affiliates, Blinksale or affiliates of Blinksale, JETPAY or affiliates of JETPAY) arising out of any of the following:
( a ) Merchant’s failure to comply with this Agreement;
( b ) Any act or omission of Merchant;
( c ) Merchant’s failure to comply with the Blinksale Terms of Service;
( d ) Merchant’s failure to comply with any bylaw, rule, regulation, guideline or policy of any Association or Issuer;
( e ) Merchant’s failure to comply with any applicable law, rule or regulation;
( f ) Any dispute concerning the quality, condition or delivery of any merchandise or the quality of performance of any service;
( g ) The fraud or dishonesty of Merchant or Merchant’s employees, licensees, successors, agents and/or assigns;
( h ) Merchant’s selection of an Internet service provider or other telecommunication services provider; or
( i ) Full Recourse Transactions, unauthorized Transactions and prohibited Transactions.
34. Credit Investigation and Bank Auditing. Bank may audit, from time to time, Merchant’s compliance with the terms of this Agreement. Merchant shall provide all information requested by Bank to complete Bank’s audit. Merchant authorizes parties contacted by Bank to release the credit information requested by Bank, and Merchant agrees to provide Bank a separate authorization for release of credit information, if requested. Merchant shall deliver to Bank such information as Bank may reasonably request from time to time, including without limitation, financial statements and information pertaining to Merchant’s financial condition. Such information shall be true, complete and accurate.
35. Termination of Agreement by Bank and JETPAY. Bank may terminate this Agreement upon at least 30 days’ prior written notice to the other parties. In addition Bank and JETPAY may jointly terminate this Agreement without notice to Merchant under any of the below listed circumstances. Any such notice of termination by Bank is effective upon mailing.
( a ) Any information concerning Merchant obtained by Bank is unsatisfactory to Bank in Bank’s sole discretion;
( b ) Any act of fraud or dishonesty is committed by Merchant, its employees and/or agents, or JETPAY or Bank believes in good faith that Merchant, its employees and/or agents have committed, are committing or are planning to commit any acts of fraud or misrepresentation;
( c ) Chargebacks are excessive in the opinion of Bank;
( d ) Breach of this Agreement by Merchant;
( e ) Any representation or warranty made by Merchant in this Agreement is not true and correct;
( f ) Merchant files a petition under any bankruptcy or insolvency law;
( g ) Merchant fails to maintain sufficient funds in the Operating Account to cover the amounts due to Bank hereunder;
( h ) Merchant’s percentage of error Transactions or retrieval requests is excessive in the opinion of Bank;
( i ) Any insurance policy obtained by Bank, JETPAY or Merchant relating to Transactions and/or Chargebacks is cancelled or terminated for any reason.
( k ) Merchant fails to maintain an active policy indicating PCI breach insurance.
( l ) Merchant fails to provide financial statements suitable to Bank on request; or
( m ) JETPAY does not or cannot perform its duties under this Agreement and Bank determines that it is not feasible to provide to Merchant the Services contemplated by this Agreement. Bank is not obligated to provide replacement Services if JETPAY does not or cannot perform. Bank may selectively terminate one or more of Merchant’s approved locations without terminating this entire Agreement. In the event of termination, all obligations of Merchant incurred or existing under this Agreement prior to termination shall survive the termination. Merchant’s obligations with respect to any Transaction shall be deemed incurred and existing on the transaction date of such Transaction.
36. Termination of Agreement by Merchant. To terminate this Agreement, Merchant must log on to their Blinksale account and go to “Settings > Account & Billing” and click on the “CANCEL BLINKPAY” button.
37. Setoff. In addition to any other legal or equitable remedy available to it in accordance with this Agreement or by law, Bank and/or JETPAY may set off any amounts due to Bank and/or JETPAY under this Agreement against any property of Merchant in the possession or control of Bank or JETPAY.
39. Amendments to this Agreement. From time to time Bank may amend this Agreement as follows:
( a ) Amendment to Cards and/or Services. Bank may amend or delete Cards or Services listed in Schedule A by notifying Merchant in writing of any such amendment. All provisions of this Agreement shall apply to Cards or Services added to this Agreement. Bank shall notify Merchant of the fees to be charged for processing the additional Cards and Services. Acceptance by Merchant of a new approved Card as payment for a Transaction or use of a new Service after Bank has sent Merchant notice of an amendment shall constitute Merchant’s agreement to the amendment and the fees or charges related to these additions.
( b ) Amendment to Fees and Charges. From time to time, Bank or JETPAY may change all rates, fees and charges set forth on Schedule A. Bank or JETPAY will provide written notice to Merchant of all such amendments. Bank or JETPAY may change the rates, fees and charges without prior written notice if Merchant’s sales volume or average Transaction amount does not meet Merchant’s projections contained in the Merchant Application form to which this Agreement is attached. If notice is required, Bank or JETPAY will give written notice on the Merchant Statement or by sending separate notice by mail. All new rates, fees and charges will become effective for the month immediately following the month in which the notice appeared on the Merchant Statement or was sent by mail, unless Merchant terminates this Agreement in accordance with Section 36.
( c ) Amendments to all other Provisions. Bank may amend this Agreement in any manner other than as described in Section 39( a ) or 39( b ) above simply by providing written notice of such amendment to Merchant, and such amendment shall become effective on the latter of: (i) the date on which such written notice is received by Merchant; or (ii) a date specified by Bank in such written notice.
40. Assignment. This Agreement may not be assigned by Merchant without the prior written consent of Bank. Bank or JetPay may assign this Agreement without limitation. Assignment of this Agreement by Bank shall relieve Bank of any further obligations under this Agreement.
41. Financial Accommodations. Bank, JETPAY and Merchant intend this Agreement to be construed as a contract to extend financial accommodations for the benefit of Merchant.
42. Waiver. To the extent that Merchant becomes a debtor under any chapter of title 11 of the United States Code and such event does not result in the termination of this Agreement, Merchant hereby unconditionally and absolutely waives any right or ability that Merchant may otherwise have had to oppose, defend against or otherwise challenge any motion filed by Bank for relief from the automatic stay of 11 U.S.C. § 362( a ) to enforce any of Bank’s rights or claims under this Agreement.
43. Cooperation. In their dealings with one another, each party agrees to act reasonably and in good faith and to fully cooperate with each other in order to facilitate and accomplish the transactions contemplated hereby. Merchant agrees to allow Blinksale and JETPAY to use their name in proposals, brochures, banners, and press releases, which may be used to promote Blinksale and JETPAY.
44. Entire Agreement. This Agreement, together with the Schedules attached hereto, supersedes any other agreement, whether written or oral, that may have been made or entered into by any party (or by any officer or officers of any party) relating to the matters covered herein and constitutes the entire agreement of the parties hereto.
45. Severability. If any provisions of this Agreement shall be held, or deemed to be, or shall in fact be, inoperative or unenforceable as applied in any particular situation, such circumstance shall not have the effect of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or sections herein contained shall not affect the remaining portions of this Agreement or any part hereof.
46. Notices. Except for notices provided by Bank to Merchant on the Merchant Statement, all notices, requests, demands or other instruments which may or are required to be given by any party hereunder shall be in writing and each shall be deemed to have been properly given when (i) served personally on an officer of the party to whom such notice is to be given, (ii) upon expiration of a period of three (3) Business Days from and after the date of mailing thereof when mailed postage prepaid by registered or certified mail, requesting return receipt, or (iii) upon delivery by a nationally recognized overnight delivery service, addressed as follows:
- If to BANK:
Address listed on Acquiring Bank Disclosure (With a copy to JETPAY)
- If to JETPAY:
JETPAY, LLC: ATTN: Trent Voigt
3361 Boyington Dr. Suite 180
Carrollton TX 75006
- If to MERCHANT:
Address listed on Merchant Application
Any party may change the address to which subsequent notices are to be sent by notice to the others given as aforesaid.
47. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas, without regard to internal principles of conflict of laws, and federal law.
48. Captions. Captions in this Agreement are for convenience of reference only and are not to be considered as defining or limiting in any way the scope or intent of the provisions of this Agreement.
49. No Waiver. Any delay, waiver or omission by Bank to exercise any right or power arising from any breach or default of the other party in any of the terms, provisions or covenants of this Agreement shall not be construed to be a waiver of any subsequent breach or default of the same or any other terms, provisions or covenants on the part of the other party. All remedies afforded by this Agreement for a breach hereof shall be cumulative.
50. Force Majeure. The parties shall be excused from performing any of their respective obligations under this Agreement which are prevented or delayed by any occurrence not within their respective control including but not limited to strikes or other labor matters, destruction of or damage to any building, natural disasters, accidents, riots or any regulation, rule, law, ordinance or order of any federal, state or local government authority.
51. ACH Processing. When requested by Merchant, JETPAY will also provide ACH processing services at the rates specified in Schedule A. Merchant agrees that information supplied in this application may be used to establish a separate ACH account. If this service is requested, Merchant understands that a personal credit review may be deemed necessary and authorizes such an action. Merchant agrees that Bank and JETPAY will deduct processing fees from the Operating Account or Reserve Account on a daily basis unless a monthly basis is specified on Schedule A. Merchant also agrees to pay Bank or JETPAY the amount of any fees, charges or penalties assessed against Bank or JETPAY. Merchant agrees to abide by all National Automated Clearing House Association (NACHA) rules and regulations governing ACH processing and use of their networks.
52. Honoring Cards.
( a ) Merchant will accept all valid Cards when properly presented by Cardholders in payment for goods or services, subject to Visa, MasterCard and/or Discover Network rules requiring Merchant to elect whether it will accept credit only, debit only or both debit and credit Cards. Merchant’s election is set forth in the Application.
( b ) Merchant shall not establish minimum or maximum amounts for Card sales as a condition for accepting any Card.
( c ) Merchant shall not require any Cardholder to pay as a surcharge any part of any discount or charge imposed upon Merchant by this Agreement, whether through any increase in price or otherwise require a customer presenting a Card to pay any charge or price as a condition of sale that is not also required from a customer paying cash. However, Merchant may not, by this term, be prevented from offering discounts to customers for cash purchases.
( d ) Merchant shall not engage in a Card Transaction (other than a mail order, telephone order, ecommerce or preauthorized sale to the extent permitted under this Agreement) if the person seeking to charge the purchase to his or her Card account does not present the Card to permit Merchant to compare the signature on the Card to the signature on the Sales Draft and obtain an Imprint or otherwise use the physical Card to complete the Transaction.
53. Important Merchant Responsibilities.
( a ) Ensure compliance with payment card industry data security standard requirements.
( b ) Maintain fraud and chargebacks below Association thresholds.
( c ) Review and understand the terms of the Merchant Agreement.
( d ) Comply with all Association Operating Regulations.
( e ) The responsibilities listed do not supersede terms of the Merchant Agreement and are provided to ensure the Merchant understands some important obligations of each party and that the Association Member is the ultimate authority should the Merchant have any problems.
Merchant Agreement Acceptance Read agreement
Merchant Agreement Acceptance
By signing below, the parties acknowledge they have read and agree to the terms of the Merchant Agreement. If the merchant is a corporation, its proper Corporate Officers must sign. This Agreement may be signed by one or more counterparts and all signed agreements shall be considered as one.
Merchant Application Acceptance Read agreement
Merchant Application Acceptance
By executing this Merchant Application on behalf of the merchant described above (the “Merchant”), the undersigned individual(s): (i) represent(s) and warrant(s) that all information contained in this Merchant Application is true, correct and complete as of the date of this Merchant Application, and that such individual(s) have the requisite corporate power and authority to complete and submit this Merchant Application and make and provide the acknowledgements, authorizations and agreements set forth below, both on behalf of the Merchant and individually; (ii) acknowledge(s) that the information contained in this Merchant Application is provided for the purpose of obtaining, or maintaining a merchant account with JETPAY,LLC (“JETPAY”) and Bank on behalf of the Merchant; (iii) authorize JETPAY and Bank to investigate the credit of the Merchant and each person listed on this Merchant Application; and (iv) agree, on behalf of the Merchant and in the event this Merchant Application is accepted and executed by Bank and JETPAY, to all of the terms and conditions set forth in the Merchant Agreement attached to this Merchant Application and the Fee Schedule set forth above. By executing this Merchant Application, each of Bank and JETPAY accept this Merchant Application, and agree to all of the terms and conditions set forth in the Merchant Agreement attached to this Merchant Application and the Fee Schedule set forth on the Merchant Application Page or as set forth on Schedule A.
Guarantor of Payment Read agreement
Guarantor of Payment
By signing below, each individual or entity (a “Guarantor”) jointly and severally (if there is more than one Guarantor) and unconditionally guarantees to JETPAY, LLC and Bank the prompt payment and performance of all obligations of the Merchant identified above under the Merchant Agreement (as that term is defined above), including, without limitation, all promises and covenants of the Merchant, and all amounts payable by the Merchant under the Merchant Agreement, including, without limitation, interest, costs and other expenses, such as attorney’s fees and court costs. This means, among other things, that JETPAY or Bank can demand performance or payment from any Guarantor if the Merchant fails to perform any obligation or pay what the Merchant owes under the Agreement. Each Guarantor agrees that his or her liability under this guaranty will not be limited or canceled because: (1) the Merchant Agreement cannot be enforced against the Merchant; (2) either JETPAY or Bank agrees to changes or modifications to the Merchant Agreement; (3) JETPAY or Bank releases any other Guarantor or the Merchant from any obligation under the Merchant Agreement; (4) a law, regulation or order of any public authority affects the rights of either JETPAY or Bank under the Merchant Agreement; and/or (5) anything else happens that may affect the rights of either JETPAY or Bank against the Merchant or any other Guarantor. Each Guarantor further agrees that: (a) JETPAY and Bank each may delay enforcing any of its rights under this guaranty without losing such rights; (b) JETPAY and Bank each can demand payment from such Guarantor without first seeking payment from the Merchant or any other Guarantor; and © such Guarantor will pay all court costs, attorney’s fees and collection costs incurred by either JETPAY or Bank in connection with the enforcement of any terms of the Merchant Agreement or this guaranty, whether or not there is a lawsuit, and such additional fees and costs as may be directed by a court.
Acquiring Bank Disclosure Read agreement
Acquiring Bank Disclosure
92 Lancaster Ave Devon,
PA 19333 484-568-5000
Member Bank (Acquirer) Responsibilities:
1. A Visa Member is the only entity approved to extend acceptance of VISA products directly to a Merchant.
2. A Visa Member must be a principal (signor) to the Merchant Agreement.
3. The Visa Member is responsible for educating merchants on pertinent Visa Operating Regulations with which Merchants must comply.
4. The Visa Member is responsible for and must provide settlement funds to the Merchant.
5. The Visa Member is responsible for all funds held in reserve that are derived from settlement.
PCI Compliance Agreement Read agreement
PCI Compliance Agreement
This License Agreement (“the Agreement”) is a legal agreement between you and PCI Security Standards Council, LLC with a place of business at 401 Edgewater Place, Suite 600, Wakefield, MA 01880 (“Licensor”), which is the owner of the copyright in the document or specification described here (the “Material”). As used in this Agreement, “you” and “Licensee” mean the company, entity or individual that is acquiring a license under this Agreement.
By clicking on the “ACCEPT” button below, you are agreeing that you will be bound by and are becoming a party to this Agreement. If you are an entity, and an individual is entering into this Agreement on your behalf, then you will be bound by this Agreement when that individual clicks on the “ACCEPT” button. When they do so, it will also constitute a representation by the individual that s/he is authorized to bind you as a party to this Agreement. If you do not agree to all of the terms of this Agreement, click the “DO NOT ACCEPT” button at the end of this Agreement.
I. Read and Copy License. If your use of the Material is limited to study purposes, then only the provisions of this Section I and the provisions of Section III will apply to you. Licensor hereby grants you the right, without charge, to download, copy (for internal purposes only) and share the Material with your employees for study purposes only. This license grant does not include the right to sublicense or modify the Material.
II. Implementation License. If you wish to implement a Specification, as defined below, then the terms if this Section II and the following Section III will also apply to you:
“Compliant Product” means a product or service that implements all of the Required Elements.
“End User” means a company, entity or individual that is the ultimate purchaser or licensee from Licensee of a Compliant Product.
“Necessarily Infringed” means infringement by an implementation of a Required Element of a Specification, there being no commercially and technically reasonable alternative way to implement that element of the Specification without resulting in such infringement.
“Necessary Claims” means those claims under patents, patent applications, continuations, divisionals, reexaminations, reissues and continuations-in-part anywhere in the world now or in the future that would be Necessarily Infringed by the implementation of the Required Elements. Necessary Claims do not include (i) claims covering reference implementations or implementation examples; (ii) claims that would be infringed only by any enabling technology that may be necessary to make or use any implementation of the Specification, but is not expressly set forth in the Specification; and (iii) claims that would be infringed only by an implementation that complies with a specification, requirement or standard not developed by or on behalf of the Consortium but which is merely incorporated by reference into the Specification.
“Required Element” means any element of the Specification, whether identified as “Mandatory”, “Alternate” or “Optional”.
“Specification” means the Material identified in the first paragraph of this Agreement.
2. Grant of License. Licensor hereby grants without charge to Licensee and its End Users, for so long as Licensor continues to generally provide new licenses to the Specification on similar terms, and on a non-exclusive and worldwide basis, the right to utilize the Specification for the purpose of making, having made, using, reproducing, marketing, importing, offering to sell and selling, and to otherwise distribute Compliant Products or offer services that implement or comply with the Specification, in all cases subject to the conditions set forth in this Agreement and any relevant patent and other intellectual property rights of third parties (which may include members of Licensor).
3. Covenant not to Assert Patent Claims. Licensee acknowledges that the implementers of the Specification enjoy the benefits of a “covenant not to assert patent claims” made by the developers of the Specification and implementers of the Specification. In consideration of such benefits, and as a precondition to implementing the Specification, the Licensee hereby enters into the following covenant not to assert:
Licensee irrevocably covenants and agrees that it will not seek to enforce any of its Necessary Claims anywhere in the world at any time now or in the future against (a) Licensor or any of Licensor’s members (or any affiliate thereof) or contributors for any reason, or (b) against any person or entity with respect to those portions of any product that implements any version of the Specification, provided that such product has been developed by a person or entity that has entered into, and is in compliance with, a license agreement with PCI containing a similar covenant not to assert patent claims. No other rights of Licensee, except those expressly stated in this covenant not to assert, shall be deemed to have been granted, waived, or received by implication, estoppel, or otherwise.
III. Provisions Applicable to All Licensees. The following provisions apply to all Licensees (the definitions in Section II are hereby incorporated by reference):
1.1 No Sublicensing. Licensee shall not sublicense the Specifications or any of its rights under this Agreement, except to the extent necessary to exercise its rights under Section II.2 above.
1.2 No Modification. Licensee shall not modify the Material.
2. Intellectual Property. Licensee acknowledges and agrees that the Material shall at all times be the exclusive property of Licensor and/or any third parties of which Licensor is a licensee, as the case may be, and nothing in this Agreement shall be construed to convey to Licensee any ownership interest in the Material or any rights other than those expressly granted herein. No rights are conveyed in this Agreement to create any derivative work of the Material, or any portion thereof.
3. Support and Maintenance. Licensor shall have no obligation to Licensee or to any End User to support or maintain the Material.
4. No Warranties. THE MATERIAL IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. IN NO EVENT SHALL LICENSOR, ITS MEMBERS OR ITS CONTRIBUTORS BE LIABLE FOR ANY CLAIM, OR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE MATERIAL.
5. Third Party Rights. Without limiting the generality of Section III.4 above, LICENSOR ASSUMES NO RESPONSIBILITY TO COMPILE, CONFIRM, UPDATE OR MAKE PUBLIC ANY THIRD PARTY ASSERTIONS OF PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS THAT MIGHT BE INFRINGED BY THE USE OR IMPLEMENTATION OF THE MATERIAL. IF ANY SUCH RIGHTS ARE DESCRIBED IN THE MATERIAL OR DISPLAYED AT LICENSOR’S WEBSITE, LICENSOR TAKES NO POSITION AS TO THE VALIDITY OR INVALIDITY OF SUCH ASSERTIONS, OR THAT ALL SUCH ASSERTIONS THAT HAVE OR MAY BE MADE ARE SO LISTED.
6. Termination of License.
6.1 Breach. In the event of a breach of this Agreement by Licensee, Licensor shall have the right to give Licensee written notice and an opportunity to cure. If the breach is not cured within thirty (30) days after written notice, or if the breach is of a nature that cannot be cured, then Licensor may immediately or thereafter terminate the licenses granted in this Agreement; provided, however, that Licensee and its End Users shall be permitted to continue to use Compliant Products created or obtained prior to such termination.
6.2 Other than for Breach.
( a ) In the event that Licensor believes that implementation of any Required Element(s) of the Specification infringes or may infringe the intellectual property rights (“IPR”) of an IPR Owner that is not willing to make such IPR available under terms satisfactory to Licensor, then Licensor may (i) notify Licensee that it has amended the Specification, following which Licensee’s rights under this Agreement shall be limited to the Specification, as so amended, or (ii) terminate this License immediately.
( b ) Licensee may immediately terminate the licenses granted in this Agreement upon written notice to Licensor.
7. Indemnification. Licensee shall indemnify, defend and hold harmless Licensor and its members, and the officers, directors, employees and agents of the same (each, an “Indemnified Party”) from all losses, costs, damages, claims and other expenses (including reasonable attorneys’ fees) arising out of any claim by any third party in connection with use by Licensee of the Material, including, without limitation, claims asserting that the Material or any portion thereof infringes the patent, copyright, trade secret or other intellectual property anywhere in the world of such third party. Licensee shall indemnify, defend and hold harmless Licensor and its members, and the officers, directors, employees and agents of the same (each, an “Indemnified Party”) from all losses, costs, damages, claims and other expenses (including reasonable attorneys’ fees) arising out of any claim by any third party in connection with use by Licensee of the Material, including, without limitation, claims asserting that the Material or any portion thereof infringes the patent, copyright, trade secret or other intellectual property anywhere in the world of such third party.
8. Export Regulations. The technical data and technology inherent in the Material may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import the Material and any Compliant Products.
9. Government Restrictions. Use, duplication or disclosure of the Material by the United States government is subject to the restrictions as set forth in the Rights in Technical Data and Computer Software Clauses in DFARS 252.227-7013( c )(1) (ii) and FAR 52.227-19( a ) through ( d ) as applicable.
10.1 Notices. All notices required under this Agreement shall be in writing, and shall be deemed effective five days from deposit in the mails. Notices and correspondence to ( a ) Licensor must be sent to the address shown above, and ( b ) to Licensee shall be sent to the address identified by Licensee in the form completed by Licensee below in this Agreement.
10.2 Governing Law. This Agreement shall be construed and interpreted under the internal laws of the United States and the State of Delaware, without giving effect to its principles of conflict of law.
10.3 Entire Agreement. This Agreement constitutes the entire agreement and understanding between Licensor and Licensee regarding the subject matter contained herein. No modification or waiver of this Agreement shall be binding unless it is in writing and signed by both parties, and no waiver of any breach of this Agreement shall be deemed to be a waiver of any other or subsequent breach. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be omitted and the remaining terms shall remain in full force and effect. This Agreement supersedes any and all prior agreements between Licensor and Licensee regarding Licensee’s right to use the Material.
Schedule A: Rates & Fees Read agreement
Schedule A: Rates & Fees
The following are the current rates and fees for Blinkpay usage:
Blinkpay Subscription Fees
$9/mo to accept Visa, MasterCard and Discover
$14/mo to accept Visa, MasterCard, Discover and AMEX
These fees will be deducted from your Blinkpay-connected bank account on a monthly schedule. Charge will come from “JETPAY”.
Visa, MasterCard and Discover: 2.28% * + .30 per transaction
* Non-qualified rate is 2.88%. Non-qualified includes: rewards, business and international cards, and transactions not containing a five-digit ZIP code.
AMEX: 3.25% ** + .30 per transaction
** Average rate. AMEX will assign a specific rate to your account when you are approved.
A chargeback is a reversal of a charge, usually initiated by the cardholder. A chargeback will deduct $30 from your Blinkpay-connected bank account, as well as the amount of the charge being disputed.
By signing this application, you agree to the rates & fees information described in this section.