AcceptaPay Terms & Conditions
These Terms and conditions shall apply from May 1, 2016 until further notice
The Terms and Conditions described here constitute a legal agreement (“Agreement”) between the sole proprietor
or business organization listed as the “Merchant” on the Service registration page (sometimes referred to as “you,”
“your”, “user”), ACCEPTA LLC. (“ACCEPTA”), and Payment Processor (“Payment Processor”, “Credit Card
Processor”, collectively with AcceptaPay referred as “we”, “our” or “us”).
Section A: The AcceptaPay Service
1. Our Role
AcceptaPay is a Service provided by ACCEPTA. ACCEPTA Services helps you accept and process credit card, debit
card and other types of card payments (collectively “Cards”) from your customers who want to pay you for
products or services or give donations. ACCEPTA’s card processing service supports US-issued card and most nonUS
issued cards with a Visa, MasterCard, Discover, JCB, or American Express logo (collectively “the Card Networks”)
including credit, debit, pre-paid, or gift cards. ACCEPTA is not a bank or a money services business (“MSB”) and
ACCEPTA does not offer banking or MSB services as defined by the United States Department of Treasury. In
addition, we do not assume any liability for the products or services purchased using our Service. You will be
required to register with ACCEPTA’s AcceptaPay to use the Service (see Registering for AcceptaPay).
2. Our Software
We provide the AcceptaPay API and other software to enable you to use the Service. We reserve the right to
require you install or update any and all software updates to continue using the Service. Our Service also includes
software to help you manage recurring and subscription billing charges for your products and services. It is your
responsibility to obtain your customers’ consent to be billed on a recurring basis in compliance with applicable
legal requirements and Card Network payment rules.
3. Authorization for Handling of Funds
By accepting this agreement, you authorize us to hold, receive, and disburse funds on your behalf when such funds
from your card transactions settle from the Card Networks. Settlement funds will be held in a deposit account
pending disbursement of the funds to you in accordance with the terms of this contract. You agree that you are
not entitled to any interest or other compensation associated with the settlement funds held pending settlement
to your designated bank settlement account, that you have no right to direct that deposit account, and that you
may not assign any interest in such deposit account. You are not entitled to, and have no ownership or other rights
in settlement funds, until such funds are credited to your designated bank settlement account. Your authorizations
set forth herein will remain in full force and effect until your AcceptaPay Account is closed or terminated.
4. Payment Methods
ACCEPTA and its AcceptaPay Service will only process card transactions that have been authorized by the
applicable Card Network or card issuer. You are solely responsible for verifying identity of your users and
determining their eligibility to purchase your products and services. ACCEPTA does not guarantee or assume any
liability for transactions authorized and completed which may later be reversed or chargedback (see Chargebacks
below). You are solely responsible for all reversed or chargedback transactions, regardless of the reason for, or
timing of, the reversal or chargeback. ACCEPTA may add or remove one or more types of cards as supported
payment card any time. If we do so we will use reasonable efforts to give you prior notice of the removal.
5. Customer Service
We will provide you with customer service to resolve any issues relating to your AcceptaPay Account, your card
payment processing and use of our software, and the distribution of funds to your designated bank settlement
account. You, and you alone, are responsible for providing service to your customers for any and all issues related
to your products and services, including but not limited to issues arising from the processing of customers’ cards
through the Service.
It is your responsibility to determine what, if any, taxes apply to the sale of your products and services and/or the
payments you receive in connection with your use of the Service (“Taxes”). It is solely your responsibility to assess,
collect, report, or remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine
whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any
transaction. You acknowledge that we may make certain reports to tax authorities regarding transactions that we
process and merchants to which we provide card payment services.
Pursuant to the Internal Revenue Code, merchant acquiring entities and third-party settlement organizations are
required to file an information return with the IRS for each calendar year, reporting all payment card transactions
and third-party network transactions with merchants occurring in that calendar year. You acknowledge that we
will report to the Internal Revenue Service the total amount of the payments you receive each calendar year as
required by law.
7. Your Data Security Obligations
You are fully responsible for the security of data on your site or otherwise in your possession. You agree to comply
with all applicable state and federal laws and rules in connection with your collection, security and dissemination
of any personal, financial, Card, or transaction information (defined as “Data”) on your site. You agree that at all
times you shall be compliant with the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment
Application Data Security Standards (PA-DSS), as applicable. The steps you will need to take to comply with PCI-DSS
and PA-DSS when using AcceptaPay will vary based on your implementation. For more information about
implementing AcceptaPay, please refer to our documentation. If we believe it is necessary based on your
implementation and request it of you, you will promptly provide us with documentation evidencing your
compliance with PCI DSS and/or PA DSS if requested by us. You also agree that you will use only PCI compliant
service providers in connection with the storage, or transmission of Data defined as a cardholder’s account
number, expiration date, and CVV2. You must not store CVV2 data at any time. Information on the PCI DSS can be
found on the PCI Council’s website. It is your responsibility to comply with these standards.
8. Security and Fraud Controls
ACCEPTA is responsible for protecting the security of Data in our possession and will maintain commercially
reasonable administrative, technical, and physical procedures to protect all the personal information regarding you
and your customers that is stored in our servers from unauthorized access and accidental loss or modification.
However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use
such personal information for improper purposes. You acknowledge that you provide this personal information
regarding you and your customers at your own risk.
ACCEPTA may provide or suggest security procedures and controls intended to reduce the risk to you of fraud
(“Security Controls”). These Security Controls may include processes or applications that are developed by
ACCEPTA or by third parties. You agree to review all Security Controls and choose those that are appropriate for
your business to protect against unauthorized transactions and, if necessary, use other procedures and controls
not provided by us. Disabling or failing to properly use Security Controls increases your exposure to unauthorized
Card transactions. Keep in mind that you are responsible for the use of lost or stolen data that is used to purchase
products or services from your business. ACCEPTA will not be liable for losses resulting from use of lost or stolen
data with the Service.
9. Audit Right
If we believe that a security breach or compromise of data has occurred, we may require you to have a third-party
auditor that is approved by us conduct a security audit of your systems and facilities and issue a report to be
provided to us, our banking partners, and the Card Networks.
10. Your Privacy
Your privacy and the protection of your information are very important to us. You acknowledge that you have
Agreement by reference, which contains your consent to our collection, use, retention, and disclosure of personal
retain, disclose, and safeguard the information you provide to us. You also acknowledge that we or our payment
processor is required to report your business name and the name of your principals to the MATCHTM listing
maintained by MasterCard and accessed and updated by Visa and American Express or to the Consortium
Merchant Negative File maintained by Discover, if applicable, pursuant to the requirements of the Network Rules
(as defined below, in Section 14). You specifically consent to the fulfillment of the obligations related to the listing
by us or our payment processor and to the listing itself and you waive and hold harmless us or our payment
processor from all claims and liabilities you may have as a result of such reporting.
11. Privacy of Others
You represent to ACCEPTA (and its AcceptaPay Service) that you are and will continue to be in compliance with all
applicable privacy laws. You further represent that you have obtained all necessary rights and consents under
applicable law to disclose to ACCEPTA – or allow ACCEPTA to collect, use, retain, and disclose – any Data that you
provide to us or authorize us to collect, including information that we may collect directly from your end users via
cookies or other means. As between you and ACCEPTA (and its AcceptaPay Service) you are solely responsible for
disclosing to your customers that ACCEPTA is processing credit card transactions for you and obtaining Data from
If you receive information about others, including cardholders, through the use of the Service, you must keep such
information confidential and may only use it in connection with the Service. You may not disclose or distribute any
such information to a third party or use any such information for marketing purposes unless you receive the
express consent of the user to do so. You may not disclose card information to any third party, other than in
connection with processing a card transaction requested by your customer under the Service and in a manner
consistent with PCI DSS and applicable law.
12. Restricted Use
You are required to obey all laws, rules, and regulations applicable to your use of the Service (for example, those
governing financial services, consumer protections, unfair competition, anti-discrimination, or false advertising). In
addition to any other requirements or restrictions set forth in this Agreement, you shall not: (i) utilize the credit
available on any Card to provide cash advances to cardholders, (ii) submit any card transaction for processing that
does not arise from your sale of products or services to a buyer customer, or acceptance of a bona fide charitable
donation, (iii) act as a payment intermediary or aggregator or otherwise resell our services on behalf of any third
party, (iv) send what you believe to be potentially fraudulent authorizations or fraudulent card transaction, or (v)
use AcceptaPay in a manner that Visa, MasterCard, American Express, Discover, or any other Card Network or
other payment network reasonably believes to be an abuse of such network or a violation of its applicable rules.
You further agree not to, nor to permit any third party to, do any of the following: (i) access or attempt to access
ACCEPTA (and its AcceptaPay Service)systems, programs, or data that are not made available for public use; (ii)
copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way material from AcceptaPay; (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) work around 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 normal operation 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.
13. Suspicion of Unauthorized or Illegal Use
We reserve the right to not authorize or settle any transaction you submit which we believe is in violation of this
Agreement, any other ACCEPTA (and its AcceptaPay Service) agreement, or exposes you, other ACCEPTA (and its
AcceptaPay Service) users, our processors or ACCEPTA to harm, including but not limited to fraud and other
criminal acts. You are hereby granting us authorization to share information with law enforcement about you, your
transactions, or your AcceptaPay Account if we reasonably suspect that your use of AcceptaPay has been for an
unauthorized, illegal, or criminal purpose.
14. Card Network Rules
The Card Networks have established guidelines, bylaws, rules, and regulations (“Network Rules”). You are required
to comply with all applicable Network Rules that are applicable to merchants. You can review portions of the
Network Rules at Visa and MasterCard. The Card Networks reserve the right to amend the Network Rules.
ACCEPTA reserves the right to amend the Agreement at any time with notice to you as necessary to comply with
Network Rules or otherwise address changes in the Service.
15. Disclosures and Notices
You agree that AcceptaPay can provide disclosures and notices regarding the Service to you by posting such
disclosures and notices on our website, emailing them to the email address listed in your AcceptaPay Account, or
mailing them to the address listed in your AcceptaPay Account. You also agree that electronic disclosures and
notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and
notices shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed
to you unless we receive notice that the email was not delivered.
16. References to Our Relationship
You agree that, from the time you begin processing payment with AcceptaPay until you terminate your account
with us, we may identify you as a customer of AcceptaPay. Neither you nor we will imply any untrue sponsorship,
endorsement or affiliation between you and AcceptaPay.
17. Other ACCEPTA Services
From time to time we may offer you additional features or services (“Additional Services”), which may be subject
to additional or different terms of service. As with this Service, you may not use these Additional Services unless
you agree to the applicable terms of service. Except where expressly stated otherwise, your use of Additional
Services will have no impact on the applicability of this Agreement to the Service.
Section B: Registering for AcceptaPay
The AcceptaPay Service is only made available under this Agreement to persons in the United States that operate a
business selling products or services, or to accept donations for a bona fide charitable organization, and the
AcceptaPay Service is not made available to persons to accept card payments for personal, family, or household
purposes. To use AcceptaPay to receive payments, you will first have to register. When you register for
AcceptaPay, we will collect basic information including your name, company name, location, email address, tax
identification number, and phone number. If you have not already done so, you will also be required to provide an
email address and password for your AcceptaPay Account.
You may choose to register as an individual (sole proprietor) or as a business organization. If you register as a
business organization, you must also provide information about an owner or principal of the business and you
must be authorized to act on behalf of the business and have the authority to bind the business to this Agreement.
To sign up a business to use the Service, you must agree to this Agreement on behalf of the business. If you have
so agreed, the term “you” will mean you, the natural person, as well as the business organization that you
2. Company Descriptions and Site URL
As part of your registration, you must provide your site URL and the name under which you do business, which
may be the business’s legal name or a DBA. These two fields may appear in your customers’ credit or debit card
statements. To avoid customer confusion and transaction disputes, you must enter a description that clearly
identifies your business as well as an accurate site URL.
3. Verification and Underwriting
To verify your identity, we will require additional information including your business EIN or Tax ID, social security
number, and date of birth. We may also ask for additional information to help verify your identity and assess your
business risk including business invoices, a driver’s license or other government issued identification, or a business
license. We may ask you for financial statements. We may request for your permission to do a physical inspection
at your place of business and to examine books and records that pertain to your compliance with this Agreement.
Your failure to comply with any of these requests within five (5) days may result in suspension or termination of
your AcceptaPay Account.
ACCEPTA (and its AcceptaPay Service) may use your information to apply for card merchant acquiring accounts on
your behalf with certain Networks (such as American Express), and you hereby authorize us to do so. If we or
American Express request that you do so, you will also be required to enter into a direct agreement with American
Express in addition to this Agreement. In that case, unless you expressly inform us in writing otherwise, you hereby
authorize ACCEPTA (and its AcceptaPay Service) to continue to manage your American Express account on your
behalf and to cause funds settled from American Express transactions to be deposited to an omnibus bank account
designated by ACCEPTA (and its AcceptaPay Service) for your benefit.
After we have collected and verified all your information, AcceptaPay will review your account and determine if
you are eligible to use the Service. AcceptaPay may also share your information with our payment processors (such
as Vantiv), each of which may also make a determination regarding your eligibility. We will notify you once your
account has been either approved or deemed ineligible for use of the Service.
By accepting the terms of this Agreement, you authorize us to retrieve information about you by using third
parties, including credit bureaus and other information providers. You acknowledge that such information
retrieved may include your name, address history, credit history, and other data about you. ACCEPTA (and its
AcceptaPay Service) may periodically update this information to determine whether you continue to meet our
You agree that ACCEPTA (and its AcceptaPay Service) is permitted to contact and share information about you and
your application (including whether you are approved or declined), and your use of AcceptaPay with the payment
processor, including Vantiv . 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 program, (c) to
create and update their customer records about you and to assist them in better serving you, and (d) to conduct
AcceptaPay’s risk management process.
4. AcceptaPay Service – Territory
By registering for AcceptaPay, you confirm that you are either a legal resident of the United States, Puerto Rico or
the U.S. Virgin Island, or a business entity authorized to conduct business in either one of those territories.
AcceptaPay service allows the acceptance of payments from debit and credit cards in the United States, Puerto
Rico and the U.S. Virgin Islands. You may not export the Service directly or indirectly, and you acknowledge that
the Service may be subject to export restrictions imposed by US law, including US Export Administration
Regulations (15 C.F.R. Chapter VII).
By accepting this Agreement, you confirm that you will satisfy these requirements.
5. Prohibited Businesses
There are certain categories of businesses and business practices for which the AcceptaPay Service cannot be used
(“Prohibited Businesses”). Most, although not all, of these Prohibited Business categories are imposed by Card
Network rules or the requirements of our banking providers or processors. We maintain a list here: Prohibited
Businesses. By registering for AcceptaPay, you confirm that you will not use the Service to accept payments in
connection with any of the Prohibited Businesses. If you are uncertain as to whether your business is a Prohibited
Business, or have questions about how these requirements apply to you, please contact us.
Section C: Processing Card Transactions and Receiving Your Funds
1. Processing Card Transactions
As used herein, “Chargeback” means a request that a buyer customer files directly with his or her card company or
card issuing bank to invalidate a processed payment. “Claim” means a challenge to a payment that you or a buyer
customer files directly with ACCEPTA. “Reversal” means ACCEPTA reverses the settlement of funds from a
processed card transaction that you received because (a) the card transaction is invalidated by the card issuer, (b)
the settlement funds were sent to you in error by (i) ACCEPTA or Vantiv; (ii) the processors, suppliers or licensors
of ACCEPTA or Vantiv; or (iii) any of the respective affiliates, agents, directors and employees of any of the entities
listed in (i) or (ii) above, (c) the sender of the payment did not have authorization to send the payment (for
example: the buyer used a card that did not belong to the buyer), (d) you received the payment for activities that
violated this Agreement or any other ACCEPTA (or its AcceptaPay Service) agreement, or (e) ACCEPTA decided a
Claim against you.
You agree that you will honor all eligible cards presented for payment by your customers for your products and
services in accordance with the Network Rules, this Agreement and any operating guides that we may provide you
from time to time. You agree that you will obtain an authorization from the Card Networks for each card
transaction, as required under the Network Rules, and will not submit a card transaction for settlement where
there is a negative authorization or the card is otherwise expired. You acknowledge that the existence of an
affirmative authorization from us or the Card Networks does not mean that a particular card transaction will not
be subject to Chargeback, Reversal or Claim at a later date.
You will not impose any fee or surcharge on a customer that seeks to use an eligible payment card. You will
provide a receipt to the customer at the conclusion of the purchase transaction that includes all information
required under Card Network rules and applicable law.
You will display all Card Network marks in accordance with the rules and procedures of the Card Networks, and will
use such marks only to indicate that you accept their cards for payment.
2. Payouts and Transaction History
We will pay out funds settling from the Card Networks to your designated bank settlement account (“Bank
Account”) you provided when establishing your AcceptaPay Account in the amounts actually received (less our
Fees, as defined below) for card transactions submitted to our Service. The payouts will be made to this Bank
Account. This Bank Account must be located at bank branch in the United States and held in the name of the
business. You are responsible for the accuracy and correctness of information regarding your Bank Account. Funds
for any given transaction will not be transferred to your Bank Account until the transaction is deemed complete.
Transactions will be deemed complete when we have received funds settling from the Card Networks and when
we or our processing financial institutions have accepted such funds. The actual timing of the transfers to your
Bank Account of the settling funds will be subject to the Payout Schedule (as defined below).
After each payout of card settlement funds to your Bank Account, we will update information in your AcceptaPay
Account to reflect settlement. Information regarding your card transactions processed and settled with the
Services (“Transaction History”) will be available to you when you login to our website using your AcceptaPay
Account. We provide a minimum of one year of Transaction History on our website. Except as required by law, you
are solely responsible for compiling and retaining permanent records of all transactions and other data associated
with your AcceptaPay Account, your Transaction History and your use of the Service. AcceptaPay is not responsible
for maintaining Transaction History or other records in a manner consistent with your record retention obligations.
3. Payout Schedule
Payout schedule refers to the time it takes for us to initiate a transfer to your designated Bank Account of
settlement funds arising from card transactions processed through the Service (“Payout Schedule”). Once your
Bank Account information has been reviewed, ACCEPTA will initiate transfer of settlement funds (net of Fees,
Chargebacks, and other funds owed to us for any reason) in accordance with the Payout Schedule. The settlement
funds should normally be credited to your Bank Account within 1-2 business days of us initiating the payout. We
are not responsible for any action taken by the institution holding your Bank Account that may result in some or all
of the funds not being credited to your Bank Account or not being made available to you. You can contact
ACCEPTA to inquire about changing the timing of your Payout Schedule. Upon submitting a request, you will be
informed of the process and requirements for ACCEPTA to review your Payout Schedule.
We reserve the right to change the Payout Schedule or suspend payouts to your Bank Account should we
determine it is necessary due to pending disputes, excessive or anticipated excessive Chargebacks or refunds, or
other suspicious activity associated with your use of the Service, or if required by law or court order.
4. Transfer API
If you use the AcceptaPay transfer application programming interface or other functionality provided by
AcceptaPay that helps you to transfer your funds to third parties (collectively, the “Transfer API”), the terms of this
Section 4 apply to you.
a. Available Funds. ACCEPTA will indicate that particular funds are available for payout to you (“Available Funds”)
in the Transfer API or in your AcceptaPay Account management dashboard, in accordance with this Agreement.
Available Funds will remain in an omnibus account for your benefit until paid out to you or your Recipient (as
defined below) in accordance with your instructions, so you should promptly designate a Recipient. You will not be
entitled to receive interest on Available Funds.
b. Designation of Recipients. As part of the Transfer API, AcceptaPay will provide you with the ability to designate
third-party recipients to whom you may transfer all or a portion of your Available Funds, by supplying certain
required information (“Recipients”). You are solely responsible for determining the accuracy and completeness of
any payment instructions that you provide to us using the Transfer API. By designating a Recipient to receive
Available Funds, you represent and warrant to us that:
– you have verified the identity of the Recipient and the accuracy of the payment details associated with such
– your transfer of Available Funds to the Recipient is not associated with any unlawful transaction or activity by
you or the Recipient;
– you have a contract that obligates you to pay the Available Funds to the Recipient; and
– the payment of Available Funds is directly related to a transaction that you processed using the Service. For
example, you may use the AcceptaPay Transfer API to pay out wholesale suppliers of goods or a subcontractor
of the products or services that you sell using the Service.
c. Appointment as Agent. If you use the Transfer API, you hereby appoint us as your agent to make payment of
your Available Funds via ACH or other methods to your Recipients using our payment tools.
d. Commercial Use Only. The Transfer API is solely for commercial use and you may not use it for any personal,
family, or household purposes.
e. Taxes and Reporting. As between you and us, unless we otherwise agree with you in writing or are otherwise
required to do so by law, you are solely responsible for the filing of any tax disclosure forms associated with your
payment of funds to the Recipient. You will indemnify and hold ACCEPTA harmless from any fines, penalties, or
claims of any kind that result from your failure to do so.
f. Identification of Recipients. You will take steps necessary to reasonably verify the legal name of any Recipient
you designate, and you will submit the verified name of each Recipient to us. Such steps may include, for example,
verifying a government issued identity from the Recipient, matching the recipient’s identity against reliable thirdparty
databases, or other methods that you reasonably believe will ensure that the identity of the Recipient that
you provide us is accurate. If we request it, you will promptly provide documentation of Recipient identification or
your methods of determining identity, and otherwise cooperate with us reasonably so that may understand the
identity of each Recipient. We reserve the right to change the identification required for Recipients upon notice to
g. Liability. Except for our obligation to make payments in accordance with instructions provided using your
account credentials, we will have no liability of any kind in connection with the use of the Transfer API.
5. Reconciliations and Errors
Your Transaction History will be available to you when you login to the AcceptaPay dashboard. Except as required
by law, you are solely responsible for reconciling your Transaction History with your actual card payment
transactions. You agree to notify us of any discrepancies arising from such reconciliation and verification. We will
investigate any reported discrepancies and attempt to rectify any errors that you or we discover. In the event you
are owed money as a result of the discrepancy, we will transfer funds to your Bank Account in the next scheduled
payout. Your failure to notify us of a error or discrepancy in your Transaction History within sixty (60) days of when
it first appears on your Transaction History will be deemed a waiver of any right to amounts owed to you in
connection with any such error or discrepancy in processing your card payments.
If you submit or cause us to process transactions erroneously, you agree to contact us immediately. We will
investigate any reported errors and attempt to rectify any errors that you or we discover by crediting or debiting
your Bank Account as appropriate. Your failure to notify us of a processing error within thirty (30) days of when it
first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.
6. Refunds and Returns
By accepting these terms of service, you agree to submit any and all refunds and adjustments for returns of your
products and services through the AcceptaPay Service to the cardholders card in accordance with the terms of this
Agreement and Network Rules. Network Rules require that you will (i) maintain a fair return, cancellation or
adjustment policy; (ii) disclose your return or cancellation policy to customers at the time of purchase, (iii) not give
cash refunds to a customer in connection with a Card sale, unless required by law, and (iv) not accept cash or any
other item of value for preparing a Card sale refund.
Full refunds must be for the exact dollar amount of the original transaction including tax, handling charges, and
other. The refund amount may not exceed the original sale amount except by an amount equal to any
reimbursements to customer for postage costs incurred for product returns. You will use best efforts to process all
refunds within sixty (60) days after the original transaction date, and you acknowledge that refunds processed
after that time may not be capable of being processed.
For processed refunds, ACCEPTA will deduct the refund amount (including any applicable Fees) from (i) settlement
funds owed to you from processing of other card transactions, or (ii) funds in any Reserve Account. If these funds
are not sufficient, you authorize ACCEPTA to initiate an ACH debit entry to your Bank Account in the amount
necessary to complete the refund transaction to the cardholder’s card. In the event ACCEPTA cannot access your
Bank Account by means of ACH debit, you agree to pay all funds owed to ACCEPTA upon demand. You are solely
responsible for accepting and processing returns of your products and services; ACCEPTA has no responsibility or
obligation for processing such returns.
A Chargeback is typically caused when a customer disputes a charge that appears on their bill. A Chargeback may
result in the reversal of a transaction, with the amount charged back to you. You can be assessed Chargebacks for:
(i) customer disputes, or (ii) unauthorized or improperly authorized transactions, or (iii) transactions that do not
comply with Network Rules or the terms of this Agreement or are allegedly unlawful or suspicious, or (iv) any
reversals for any reason by the Card Network, our processor or acquiring bank, or the cardholder bank.
When a Chargeback is issued, you are immediately liable to ACCEPTA for the full amount of payment of the
Chargeback plus any associated Fees, fines, expenses or penalties (including those assessed by the Card Networks
or our payment processors). You agree that ACCEPTA may recover these amounts by debiting by means of ACH
debit of your Bank Account associated with your ACCEPTA Account, debiting your Reserve Account, or setting off
any amounts owed to you by us. If we are unable to recover funds related to a Chargeback for which you are liable,
you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and
expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in
connection with the collection of any unpaid Chargebacks unpaid by you.
Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we 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 customer’s complaint, in which case we will retain the funds; (b) the
period of time under applicable law or regulation by which the customer may dispute that the transaction has
expired; or (c) we determine that a Chargeback on the transaction will not occur.
8. Contesting your Chargebacks
You or ACCEPTA may elect to contest Chargebacks assessed to your account. ACCEPTA may provide you with
assistance including notifications and software to help contest your Chargebacks. We do not assume any liability
for our role or assistance in contesting Chargebacks.
You agree to provide us with the necessary information, in a timely manner and at your expense, to investigate or
help resolve any Chargeback. You also grant us permission to share records or other information required with the
cardholder, the cardholder’s financial institution, and your financial institution to help resolve any disputes. You
acknowledge that your failure to provide us with complete and accurate information in a timely manner may result
in an irreversible Chargeback being assessed.
If the cardholder’s issuing bank or the Card Network does not resolve a dispute in your favor, we may recover the
Chargeback amount and any associated fees from you as described in this Agreement.
We reserve the right, upon notice to you, to charge a fee for mediating or investigating Chargeback disputes.
9. Excessive Chargebacks
At any point, ACCEPTA, Vantiv, the Card Networks, or our payment processors may determine that you are
incurring excessive Chargebacks. Excessive Chargebacks may result in additional fees, penalties, or fines. Excessive
Chargebacks may also result in (a) additional controls and restrictions to your use of the AcceptaPay Service,
including without limitation, (i) changes to the terms of your Reserve Account, (ii) increases to your applicable
Fees, or (iii) delays in your Payout Schedule; or (b) possible suspension or termination of your AcceptaPay Account
and access to the Service. The Card Networks may also place additional controls or restrictions as part of their own
monitoring programs for merchants with excessive Chargebacks.
10. AcceptaPay Fees
You agree to pay the Fees (“Fees”) assessed by us to you for providing the payment services described in this
Agreement. These fees will be calculated pursuant to the Fee Schedule linked to here and incorporated into this
Agreement by reference to the AcceptaPay website (www.acceptapay.com). We reserve the right to revise our
Fees at any time, subject to a thirty (30) day notice period to you.
You acknowledge that you are also responsible for any penalties or fines imposed on ACCEPTA or directly to you by
any Card Network or financial institution as a result of your activities.
11. Our Collection Rights
To the extent permitted by law, we may collect any obligations you owe us under this Agreement by deducting the
corresponding amounts from the Reserve Account or from funds payable to you arising from the settlement of
card transactions. Fees will be assessed at the time a transaction is processed and will be first deducted from the
funds received for such transactions. If the settlement amounts or Reserve Account are not sufficient to meet your
obligations to us, we may charge or debit the Bank Account or credit card registered in your ACCEPTA (or its
AcceptaPay Service) Account for any amounts owed to us. Your failure to fully pay amounts that you owe us on
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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, costs of any arbitration or court
proceeding, collection agency fees, and any applicable interest.
Additionally, we may require a personal guarantee from a principal of a business for funds owed under this
Agreement. If we require a personal guarantee we will specifically inform you in advance.
In certain circumstances, we may determine that a Reserve Account is necessary to provide the Services to you.
Where needed, ACCEPTA may, in its sole discretion, set the terms of your Reserve Account and notify you of such
terms, which may require that a certain amount (including the full amount) of the funds received for your
transaction is held for a period of time or that additional amounts are held in a Reserve Account. ACCEPTA, in its
sole discretion, may elect to change the terms of the Reserve Account at any time for any reason based on your
payment processing history or as requested by our payment processors.
ACCEPTA may fund the Reserve Account by means of: (i) any funds payouts made or due to you for card
transactions submitted to the service, or, or (ii) amounts available in your Bank Account by means of ACH debit to
that Bank Account, or (iv) other sources of funds associated with your ACCEPTA Account; or (iv) requesting that
you provide funds to ACCEPTA for deposit to the Reserve Account.
13. Security Interest
You grant us a lien and security interest in the Reserve Account, all Card transactions (including future Card
transactions), any rights to receive credits or payments under this Agreement, and all deposits and other property
of yours possessed or maintained by us on your behalf. You will execute, deliver, and pay the fees for any
documents we request to create, perfect, maintain and enforce this security interest.
Section D: License, Termination, and Other General Legal Terms
1. Your License to Use the Service; Our Trademarks
ACCEPTA (and its AcceptaPay Service) 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 in a manner consistent with this Agreement and documentation
provided to you. The Service includes our website, any software, programs, documentation, tools, Internet-based
services, components, images, and any updates (including software maintenance, service information, help
content, bug fixes or maintenance releases) thereto provided to you by ACCEPTA (and its AcceptaPay Service). You
will be entitled to download updates to the Service, subject to any additional terms made known to you at that
time, when ACCEPTA (and its AcceptaPay Service) makes these updates available. ACCEPTA (and its AcceptaPay
Service) may terminate this license at any time in the event that you use the Service in a manner inconsistent with
We may also periodically make available certain AcceptaPay logos, trademarks or other identifiers for your use
(“AcceptaPay Marks”). If we do so, you will use them subject to and in accordance with AcceptaPay’s then current
AcceptaPay Marks Usage Agreement. ACCEPTA (and its AcceptaPay Service)may limit or revoke your ability to use
AcceptaPay Marks at any point. All rights not provided in the AcceptaPay Marks Usage Agreement are expressly
reserved by ACCEPTA (and its AcceptaPay Service).
The Service is licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. The
Service is protected by copyright, trade secret and other intellectual property laws. We own all interest, title, and
other worldwide IP Rights (as defined below) in the Service and all copies of the Service.
For the purposes of this Agreement, “IP Rights” means all patent rights; copyright, including rights in derivative
works; moral rights; rights of publicity; trademark, trade dress and service mark rights; goodwill; trade secret
rights; and other intellectual property rights as may now exist or hereafter come into existence, and all
applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country,
territory, or other jurisdiction.
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 (“Ideas”). By submitting any Idea, you agree that your
disclosure is gratuitous, unsolicited and without restriction and will not place ACCEPTA (or its AcceptaPay Service)
under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation
to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge
that, by acceptance of your submission, ACCEPTA (and its AcceptaPay Service) does not waive any rights to use
similar or related ideas previously known to ACCEPTA (and its AcceptaPay Service), or developed by its employees,
or obtained from sources other than you.
The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so
long as you use the Service or until terminated by you, ACCEPTA (or its AcceptaPay Service), or Vantiv.
You may terminate this Agreement by closing your AcceptaPay Account at any time by following the instructions
on our website in your AcceptaPay Account profile. We may terminate this Agreement and close your AcceptaPay
Account at any time for any reason effective upon providing you notice in accordance with Section A.15 above. We
may suspend your AcceptaPay Account and your access to the Service and any funds in your ACCEPTA (or its
AcceptaPay Service)Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are
ineligible for the Service because of the risk associated with your AcceptaPay Account, including without limitation
significant credit or fraud risk, or for any other reason; (ii) you do not comply with any of the provisions of this
Agreement; or (iii) upon request of a Card Network or the a card issuer.
5. Effects of Termination
Upon termination and closing of your AcceptaPay Account, we will immediately discontinue your access to the
Service. You agree to complete all pending transactions, stop accepting new transactions through the Service, and
immediately remove all Card Network logos from your site (unless otherwise permitted to do so under a separate
license from the Card Networks). You will not be refunded the remainder of any Fees that you have paid for the
Service if your access to or use of the Service is terminated or suspended. Any funds in our custody will be paid out
to you subject to the terms of your Payout Schedule.
Termination does not relieve you of your obligations as defined in this Agreement and ACCEPTA may elect to
continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this
Agreement, including but not limited to Chargebacks, Fees, Refunds, or other investigations or proceedings.
Upon termination you agree (i) immediately cease your use of the Service, (ii) discontinue use of any ACCEPTA (or
its AcceptaPay Service) or other trademarks licensed under this Agreement, and (iii) immediately remove any
ACCEPTA (or its AcceptaPay Service) references and logos from your site. In addition, upon termination you
understand and agree that (iv) the license granted under this Agreement shall end, (v) we reserve the right (but
have no obligation) to delete all of your information and account data stored on our servers, (vi) we will not be
liable to you for compensation, reimbursement, or damages in connection with your use of the Service, or any
termination or suspension of the Service or deletion of your information or account data, and (vii) you are still
liable to us for any Chargebacks, Fees, Refunds, or other amounts incurred by you or through your use of the
Service prior to termination.
6. Your Liability
You are responsible for all Reversals, Chargebacks, Claims, fines, fees, penalties and other liability arising out of or
relating to your use of the Service and your breach of this Agreement. You are responsible for the use of lost or
stolen cards to purchase products or services from your business, and selected and implementing Security Controls
that are appropriate for your business. You agree to reimburse your customer, ACCEPTA, Vantiv, and any third
party designated by ACCEPTA or Vantiv for any and all such liability.
ACCEPTA will have the final decision-making authority with respect to Claims, including without limitation claims
for refunds for purchased items that are filed with ACCEPTA by you or your customers. You will be required to
reimburse ACCEPTA for your liability. Your liability will include the full purchase price of the item plus the original
shipping cost (and in some cases you may not receive the item back). You will not receive a refund of any fees paid
Without limiting the foregoing, you agree to defend, indemnify, and hold harmless ACCEPTA, Vantiv, and their
respective employees and agents (collectively “Disclaiming Entities”) from and against any claim, suit, demand,
loss, liability, damage, action, or proceeding arising out of or relating to (i) your breach of any provision of this
Agreement; (ii) your use of the Service, including without limitation any Reversals, Chargebacks, Claims, fines, fees,
penalties and attorneys’ fees; (iii) negligence or willful misconduct of your employees, contractors, or agents; and
(iv) all third-party indemnity obligations we incur as a direct or indirect result of your acts or omissions (including
indemnification of any Card Network or card issuer).
If you are liable for any amounts owed to ACCEPTA, ACCEPTA may immediately remove such amounts from your
Reserve Account and deduct the amounts owed to ACCEPTA from such Reserve Account funds. If you do not have
sufficient funds in the Reserve Account to cover your liability, you will be required to immediately add funds
additional funds to your Reserve Account to cover funds owed to ACCEPTA. If you do not do so, ACCEPTA may
engage in collections efforts to recover such amounts from you at your cost and expense.
7. Representation and Warranties
You represent and warrant to us that: (a) if you are a natural person, you are at least eighteen (18) years of age or,
if you are under eighteen (18) years of age, you’ve obtained the consent of your parent or legal guardian to your
execution of this Agreement and use of the AcceptaPay Services in the manner prescribed by ACCEPTA (and its
AcceptaPay Service); (b) you are eligible to register and use the Service and have the right, power, and ability to
enter into and perform under this Agreement; (c) the name identified by you when you registered is your name or
business name under which you sell products and services; (d) any transaction submitted by you will represent a
bona fide transaction for permitted products or services, or a charitable donation; (e) any transactions submitted
by you will accurately describe the products or services sold and delivered to a purchaser, or a donation received
for the purpose accurately described on your site; (f) you will fulfill all of your obligations to each customer for
which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (g)
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; (h) 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; and (i) you will not use the Service, directly or indirectly, for any fraudulent or
illegal undertaking, or in any manner so as to interfere with the normal operation of the Service.
8. No Warranties
THE SERVICE AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”
BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION
ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
USE OF THE SERVICE IS AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR
WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE OR FROM (I) ACCEPTA OR VANTIV; (II) THE
PROCESSORS, SUPPLIERS OR LICENSORS OF ACCEPTA OR VANTIV; OR (III) ANY OF THE RESPECTIVE AFFILIATES,
AGENTS, DIRECTORS AND EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (I) OR (II) ABOVE (COLLECTIVELY, THE
“DISCLAIMING ENTITIES” AND INDIVIDUALLY A “DISCLAIMING ENTITY”) WILL CREATE ANY WARRANTY FROM ANY
DISCLAIMING ENTITY TO YOU. YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER ACCEPTA NOR VANTIV HAVE ANY
CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE SERVICES, AND NEITHER ACCEPTA
NOR VANTIV CAN ENSURE THAT YOUR CUSTOMERS WILL COMPLETE A TRANSACTION OR IS AUTHORIZED TO DO
WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION
THEY PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE
SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR
LOCATION, THAT THE SERVICE WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY
DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE
SERVICE IS DOWNLOADED AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR
PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO
REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A
THE DISCLAIMING ENTITIES DO 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 NEITHER ACCEPTA NOR
VANTIV WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY
PROVIDERS OF PRODUCTS OR SERVICES.
9. Limitation of Liability and Damages
IN NO EVENT SHALL A DISCLAIMING ENTITY (AS DEFINED IN SECTION 8 ABOVE) BE LIABLE FOR ANY LOST PROFITS,
LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES
ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING
WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO
CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES (AS DEFINED IN SECTION 8 ABOVE) BE RESPONSIBLE
FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS
OR USE OF THE SERVICE OR YOUR ACCEPTA ACCOUNT OR THE INFORMATION CONTAINED THEREIN, OR YOUR
FAILURE TO USE OR IMPLEMENT SECURITY CONTROLS THAT ARE APPROPRIATE FOR YOUR BUSINESS.
THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR
PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE;
(B) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SERVICES AND/OR ANY
AND ALL PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION
TO OR FROM THE SERVICE; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT
MAY BE TRANSMITTED TO OR THROUGH THE SERVICE; (E) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY
CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT
OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE
THROUGH THE SERVICE; AND/OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF
ANY THIRD PARTY.
WITHOUT LIMITING THE FOREGOING PROVISIONS OF THS SECTION 9, THE DISCLAIMING ENTITIES’ CUMULATIVE
LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE
AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO ACCEPTA DURING THE THREE (3) MONTH PERIOD
IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS
BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY
OTHER BASIS. THE LIMITATIONS APPLY EVEN IF ACCEPTA OR VANTIV HAVE BEEN ADVISED OF THE POSSIBILITY OF
THE PROVISIONS OF THIS SECTION 9 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE
The Service is controlled and operated from facilities in the United States. ACCEPTA (and its AcceptaPay Service)
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, foreign and local laws and regulations, including but not limited to export and
import regulations. You may not use the Service from a country embargoed by the United States, or if you are a
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
10. Disputes; Choice of Law; Jurisdiction and Venue
You agree that any disputes arising out of or relating to this Agreement or the Service shall be resolved in
accordance with this Section 10.
This Agreement is governed by the laws of the Commonwealth of Puerto Rico (without regard to its choice of law
provisions). The exclusive venue for any actions or claims arising under or related to this Agreement shall be in the
appropriate courts and tribunals of Puerto Rico. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY
HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER
THIS AGREEMENT. Headings are included for convenience only, and shall not be considered in interpreting this
Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent, or
other laws. Our delay or 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.
11. Right to Amend
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 Service or software with notice that we in our sole discretion
deem to be reasonable in the circumstances, such as on our website or any other website maintained or owned by
us. Any use of the Service or software after our publication of any such changes shall constitute your acceptance of
this Agreement as modified.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you
without our prior written consent, but may be assigned by us without consent or other restriction.
13. Change of Business
You agree to give us at least thirty (30) days prior notification of your intent to change your current product or
services types, your trade name, or the manner or types of payments you accept. You agree to provide us with
prompt notification if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or
proceeding. You also agree to promptly notify us of any adverse change in your financial condition, any planned or
anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or
more of your total assets or any change in the control or ownership of you or your parent entity. You will also
notify us of any judgment, writ or warrant of attachment or execution, or levy against 25% or more of your total
assets not later than three (3) days after you obtain knowledge of it.
This Agreement binds you and your respective heirs, representatives, and permitted and approved successors
(including those by merger and acquisition) or any permitted assigns.
15. Third-Party Services and Links to Other Web Sites
You may be offered services, products, and promotions provided by or be presented links to websites operated by
third parties (“Third-Party Services”) that utilize, integrate, or provide services related to the Service. If you decide
to use these Third-Party Services, you will be responsible for reviewing and understanding the terms and
conditions associated with these Third-Party Services. You agree that we are not responsible for the performance
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of Third-Party Services. Additionally, our website may contain links to Third-Party Services as a convenience to you.
The inclusion of any links to Third-Party Services does not imply an approval, endorsement, or recommendation by
us. Access and use of any Third-Party Service is done at your own risk. You understand that the Third-Party Service
is not governed by the terms and conditions contained in this Agreement. We expressly disclaim all responsibility
and liability for Third-Party Services. Please remember that when you use a link to go from our website to a ThirdParty
including those that have a link on our website, is subject to that Third-Party Service’s own terms and policies.
16. Force Majeure
No party will be liable for delays in processing or other nonperformance caused by such events as fires,
telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist
attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party
has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations
under Section 10, including without limitation for Reversals, Chargebacks, Claims, fines, fees, refunds or unfulfilled
products and services.
17. Responding to Legal Process
ACCEPTA may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal
order (“Legal Process”) that we believe to be valid. We may deliver or hold any funds or, subject to the terms of
of third parties. Where permitted, we will use reasonable efforts to provide you notice of such Legal Process by
sending a copy to the email address we have on file for you. ACCEPTA is not responsible for any losses, whether
direct or indirect, that you may incur as a result of our complying with Legal Process.
18. Entire Agreement
This Agreement and all policies and procedures that are incorporated herein by reference constitute the entire
agreement between you, ACCEPTA, and Vantiv with respect to the provision of the Service. In the event of a
conflict between this Agreement and any other ACCEPTA agreement or policy relating to the subject matter
herein, this Agreement shall prevail. Except as expressly provided herein, these terms and conditions describe the
entire liability of ACCEPTA, Vantiv, and our vendors and suppliers (including processors), set forth your exclusive
remedies with respect to the Service, and define your access and use of the Service. If any provision of this
Agreement (or portion thereof) is held to be 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.
In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement,
the following sections of this Agreement survive and remain in effect in accordance with their terms upon the
termination of this Agreement: Sections A(3) (“Authorization for Handling of Funds”), A(6) (“Taxes”), A(7) (“Your
Data Security Obligations”), A(8) (“Security and Fraud Controls”), A(11) (“Privacy of Others”), C(4) (“Transfer API”),
C(5) (“Reconciliations and Errors”), C(6) (“Refunds and Returns”), C(7) (“Chargebacks”), C(9) (“Excessive
Chargebacks”), C(10) (“AcceptaPay Fees”), C(11) (“Our Collection Rights”), C(13) (“Security Interest”), D(2)
(“Ownership”), D(5) (“Effects of Termination”), D(6) (“Your Liability”), D(8) (“No Warranties”), D(9) (“Limitation of
Liability and Damages”), D(10) (“Disputes; Choice of Law; Jurisdiction and Venue”), D(14) (“Parties”), D(17)
(“Responding to Legal Process”), D(18) (“Entire Agreement”), D(19) (“Survival”), and D(19) (“Card Network
20. Card Network Disclosure
The VANTIV mailing address is 8500 Governors Hill Drive, Symmes Township, OH 45249 and its phone number is 1-
866-622-2880. VANTIV discloses that: (a) it is the only entity approved to extend acceptance of Visa and
MasterCard products directly to you; (b) it must be a principal to this Agreement; (c) it is responsible for educating
you on pertinent Visa and MasterCard rules with which you must comply, but this information may be provided to
you by ACCEPTA (and its AcceptaPay Service); (d) it is responsible for and must provide settlement funds to you;
and (e) it is responsible for all funds held in reserve that are derived from settlement.