Terms & Conditions

Last Updated: 01/31/2022. 

epay3 Payment Terms & Conditions Last Updated: 01/31/2022. 

By using epay3, Inc. (“epay3,” “we,” “our,” or “us”) payment processing services (the “Services”), the  business organization listed as the “Sub-Merchant” on the Service sign up page (sometimes referred to as  you,” “your”, “user”) agrees to be bound by these payment terms and conditions (“Payment Terms”), the  website terms of service (the “Website Terms”), the Online Privacy Policy (“Policy”), and all other terms,  policies, agreements, and guidelines applicable to your use of the Services (hereby incorporated by  reference (the “Additional Terms”)). If you are using the Services on behalf of a business, that business  accepts these terms, and you represent to us that you have authority to bind that business or entity to these  terms. The Services may only be used for business purposes in the fifty states of the United States of  America and the District of Columbia. Defined terms will have the same meaning as those found in the  Website Terms, unless otherwise re-defined herein.  

THE EPAY3 SERVICES  

  1. Our Role 

We developed our Services to make it easy for you to accept credit card, debit card, and ACH payments  online (“Online Payments”) from your customers so you can focus on growing your business. Our Services  help you accept and process credit card, debit card, and Automated Clearing House (“ACH”) payments  from your customers who want to pay you for insurance policies. epay3’s Services support ACH Networks  and cards including US-issued and some non-US issued cards with a Visa, MasterCard, Discover, JCB, or  American Express logo (collectively the “Card Networks”) including credit, debit, pre-paid, or gift cards.  epay3 is not a bank or a financial institution, and epay3 does not offer banking services as defined by the  United States Department of Treasury. In addition, we do not assume any liability for the insurance policies  sold using our Services nor do we make any representations or warranties regarding when such insurance  is or is not effective. You are not required to accept any card brand as a condition of receiving the Services. 

In order to provide the Services, we must enter into agreements with Card Networks, ACH Networks,  Payment processors, acquiring banks, and other third-party service providers (“TPSPs”). As such, in  addition to registering and creating a Sub-Merchant account with epay3 (an “epay3 Sub-Merchant  Account”), certain TPSPs may require that any Sub-Merchant that signs up for an epay3 Sub-Merchant  Account to use the Services also enter into an agreement directly with, and agree to the terms and conditions  stipulated by, such TPSP (collectively, “TPSP Agreements”). By accepting or otherwise agreeing to these  Payment Terms and utilizing our Services and/or those of a TPSP, you likewise will be required to agree  to applicable TPSP Agreements. If you fail to agree to any such TPSP Agreements, we may suspend or  terminate your epay3 Sub-Merchant Account. (see Section B – Registering for epay3.)  

  1. Our Software 

We provide the epay3 application to enable you and your customers to use the Services. 3. Authorization for Handling of Funds 

By accepting these Payment Terms, you authorize us to receive, disburse, and hold funds on your behalf  when such funds from your card and/or ACH transactions settle from the Card Networks, ACH Networks, and/or our TPSPs. You further authorize epay3 to instruct TPSPs on how your card and ACH transaction  settlement funds should be disbursed to you (such as by ACH or a credit transaction) and the timing of such  disbursements. Settlement funds will be held in a deposit account with a TPSP pending disbursement of  the funds to you in accordance with these Payment Terms. You agree that you are not entitled to any  interest or other compensation associated with the settlement funds held by a TPSP pending settlement to  your designated bank settlement account (“Bank Account”), that you have no right to direct the TPSP 

deposit account holding the settlement funds, and that you may not assign any interest in the TPSP deposit  account. We may periodically make available to you information on the epay3 management dashboard  regarding anticipated settlement amounts received on your behalf from the Card Networks, ACH Networks, and/or our TPSPs that are being held pending settlement. This settlement information does not constitute  a deposit or other obligation of epay3 or a TPSP to you. This settlement information reflected on the epay3  management dashboard is for reporting and informational purposes only, and you are not entitled to, and  have no ownership or other rights in settlement funds, until such funds are credited to your Bank Account.  Your authorizations set forth herein will remain in full force and effect until your epay3 Sub-Merchant  Account is closed or terminated. 

  1. Payment Methods 

epay3 will only process transactions that have been authorized by the applicable Card Network, card issuer,  ACH Network, or TPSP providing transaction services. epay3 does not guarantee or assume any liability  for transactions authorized and completed which may later be subject to Reversal or Chargeback, as those  terms are defined below. You are responsible for all Reversal or Chargeback transactions, regardless of the  reason for, or timing of, the Reversal or Chargeback. epay3 may add or remove one or more payment  mediums and supported payment cards at any time. If we do so, we will use reasonable efforts to give you  prior notice of the removal. 

  1. 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 transactions processed through the Services. Once your Bank Account  information has been reviewed, epay3 will initiate transfer of settlement funds (net of Fees, Chargebacks, Reversals, and other funds owed to us for any reason) the terms of which will be made available to you  when you log into to your epay3 management dashboard. The settlement funds should normally be credited  to your Bank Account within 1-2 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 or any delays on the part of the institution  holding your Bank Account. You can contact epay3 to inquire about changing the timing of your payout  schedule. Upon submitting a request, you will be informed of the process and requirements for epay3 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,  Reversals, returns, or refunds, or other suspicious activity associated with your use of the Services, or if  required by law or court order. 

  1. epay3 Fees 

You agree to pay the fees (“Fees”) assessed by us to you for providing the Services described in these  Payment Terms. These Fees will be calculated pursuant to your Fee Schedule [available on epay3  dashboard] and incorporated into these Payment Terms by reference. We reserve the right to revise our  Fees at any time and will use reasonable efforts to provide you with a thirty (30) day notice period. 

You acknowledge that you are also responsible for any fees, costs, expenses, penalties, or fines imposed on  epay3 or directly to you by any of our TPSPs or financial institution as a result of your activities. 

  1. Customer Service 

Subject to the disclaimers set forth herein, we will provide you with customer service to resolve any issues  relating to your epay3 Sub-Merchant Account, your card and/or ACH payment processing, your use of our  software, and the distribution of funds to your Bank Account. You, and you alone, are responsible for  providing service to your customers for any and all issues, including but not limited to issues arising from  the processing of customers’ cards and/or ACH payments through the Services. 

  1. Taxes 

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 Services (“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 and/or ACH 

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. 

  1. Your Data and Network 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 international, state and federal laws and rules in connection with your  collection, security and dissemination of any personal, financial, card, ACH, 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  the Services will vary based on your implementation. If we believe it is necessary based on your  implementation of the Services, and if we request it of you, you will promptly provide us with  documentation evidencing your compliance with PCI-DSS and/or PA-DSS. You also agree that you will  use only PCI-compliant service providers in connection with the storage, or transmission of Data defined  as a card/account holder’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. 

  1. epay3 Data Security and Fraud Controls 

By providing you with the Services, epay3 is not a “data processor” or “processor” as such term is defined  by any international, state, or federal law. To the extent it may be determined that epay3 plays any role in  collecting, processing, storing, or disseminating PII, epay3 will use commercially reasonable efforts to  implement and maintain reasonable administrative, technical, and physical procedures to protect Data and  PII regarding you and your customers that may be 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 PII for improper purposes. You acknowledge that, if  applicable, you provide this PII regarding you and your customers at your own risk. We recommend you  review our Privacy Policy, which will help you understand how we collect, use and safeguard the  information you provide to us. 

epay3 may provide or suggest security procedures and controls intended to reduce the risk to you of data  breach or fraud (“Security Controls”). These Security Controls may include processes or applications that  are developed by epay3 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 transactions. Keep in mind that you are fully responsible for the use of lost  or stolen Data that is used to purchase products or services from your business. epay3 will not be liable for  losses resulting from use of lost or stolen Data with the Services, even if epay3 provides you with suggested  Security Controls. 

You are also strictly responsible for establishing and maintaining commercially reasonable security  measures to safeguard against unauthorized transmissions and network infections while interacting with or  using the Services. You agree and warrant that such procedures will include, but not be limited to, security  technology (e.g., secure webservers) that provides a minimum level of security equivalent to 128-bit RC4  encryption technology for the entry and transmission of card transactions and/or ACH Entries over the  Internet, and network security to safeguard account information and access from unauthorized parties. You further agree and warrant that no individual will be allowed to initiate transactions and/or transfers of funds 

in the absence of proper supervision and safeguards, and agrees to take reasonable steps to maintain the  confidentiality of the Security Controls and any passwords, codes, security devices, and related instructions  provided by epay3 or a TPSP in connection with the Security Controls provided to you.  

If you believe or suspect that any such information or instructions have become known or accessed by  unauthorized persons, you agree to notify epay3 immediately, followed by written confirmation. The  occurrence of unauthorized access will not affect the processing of any card transactions and/or ACH  transfers made in good faith by epay3 or any TPSP prior to receipt of such notification and within a  reasonable time period to prevent unauthorized transactions/transfers. If a card transaction and/or ACH  Entry (or request for cancellation or amendment thereof) received by epay3 purports to have been transmitted or authorized by you, it will be deemed effective and you shall be obligated to pay epay3 the  amount of such card transaction and/or ACH Entry even though the card transaction and/or ACH Entry was  not authorized by you, provided that epay3 accepted the card transaction and/or ACH Entry in good faith  and acted in compliance with the security procedures with respect to such card transaction and/or ACH 

Entry. In the event of any unauthorized instructions, you agree to cooperate and to provide such information  as we may reasonably request to investigate and recover any resulting loss. 

  1. 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 and the TPSP.  

  1. Confidentiality 

You and epay3 hereby represent and acknowledge to each other that in the course of the performance of  their respective obligations, each party will make available to the other party certain confidential  information pertaining to each party’s business and operations (“Confidential Information”). Confidential  Information includes, but is not limited to, credit, debit or other payment cardholder information, software,  pricing, methods, policies, applications, policy forms, underwriting criteria and manuals, policy issuance 

and rating software, rates, loss experience, financial analyses, personal information, and customer data,  whether disclosed before or after the effective date of these terms. Confidential Information shall not  include information that: (i) at the time of disclosure is generally available to the public; (ii) has been  provided to the recipient of the other party’s Confidential Information (the “Receiving Party”) by another  party not bound by a confidentiality agreement; (iii) relates to a request of auditors or any regulatory  authority responsible for the regulation of either party; or (iv) are disclosed pursuant to the subpoena power  or order of any court, tribunal, regulatory authority, or other body so empowered; provided that such  disclosure is limited to the purpose for which it is intended and reasonable measures will be taken to ensure  that the confidential nature of documents or information will be maintained. The parties hereby agree, as a  condition to being provided the Confidential Information, that neither party will use any Confidential  Information except in connection with the performance of duties hereunder and that the Receiving Party  shall protect and safeguard the other party’s (“Disclosing Party”) Confidential Information with at least the  same degree of care used to protect its own Confidential Information, but in no event less than a  commercially reasonable degree of care. The parties agree not to disclose any Confidential Information to  anyone other than employees, officers and directors of such party, that have a need to know, and to cause  all such persons to abide by these Payment Terms. Upon termination of these Payment Terms or the request of the Disclosing Party, the Receiving Party shall promptly return all copies of all Confidential Information  furnished by the Disclosing Party, and shall promptly destroy all other Confidential Information, including  all copies of notes, analyses, compilations, studies, or other physical or electronic documents created by the  Receiving Party, and certify in writing to the Disclosing Party that such copies have been destroyed. The  provisions of this section shall survive termination of these Payment Terms. Breach of this section may be  grounds for immediate termination by the Disclosing Party.  

  1. Your Privacy 

Privacy and the protection of personal information is very important to us. You acknowledge that you have  received, read in full, and agree with the terms of our Privacy Policy, linked to and incorporated into these  Payment Terms by reference, which contains your consent to our collection, use, retention, and disclosure  of personal information as well as other matters. The Privacy Policy also explains how and for what  purposes we collect, use, 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 MATCH 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 A.16). You specifically  consent to the fulfillment of the obligations related to the listing by us or our TPSPs and to the listing itself  and you waive and hold harmless us or our TPSPs from all claims and liabilities you may have as a result  of such reporting. 

  1. Privacy of Others 

You represent to epay3 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 epay3 – or allow epay3 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 epay3, you are solely responsible for disclosing to your customers  that epay3 is processing Online Payments for you and obtaining Data from such customers. 

If you receive information about others, including cardholders, through the use of the Services, you must  keep such information confidential and may only use it in connection with the Services. You may not  disclose card or other information about others to any third party, other than in connection with processing  a card or ACH transaction requested by your customer under the Services and in a manner consistent with  PCI-DSS and applicable law. 

  1. Restricted Use 

You are required to obey all laws, rules, and regulations applicable to your use of the Services (for example,  those governing financial services, consumer protections, privacy, unfair competition, anti-discrimination,  or false advertising). In addition to any other requirements and/or restrictions set forth in these Payment  Terms, any TPSP Agreement, or any other epay3 agreement or terms you shall not: (a) utilize the credit  available on any card to provide cash advances to cardholders; (b) submit any card/ACH transaction for  processing that does not arise from your sale of products or services to a customer, or acceptance of a bona  fide charitable donation; (c) act as a payment intermediary or aggregator or otherwise resell our Services  on behalf of any third party; (d) send what you believe to be potentially fraudulent authorizations or  fraudulent card/ACH transactions; or (e) use epay3 in a manner that Visa, MasterCard, Discover, JCB,  American Express, any other Card Network, NACHA, or other payment network reasonably believes to be  an abuse of such network or a violation of its rules. 

Notwithstanding anything else contained herein to the contrary, you further agree not to, nor to permit any  third party to, do any of the following: (i) export the Services, which may be subject to export restrictions  imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII); (ii) engage  in any activity that may be in violation of regulations administered by the United States Department of the 

Treasury’s Office of Foreign Asset Control (31 C.F.R. Parts 500-599) including, but is not limited to, the  provision of Services to or for the benefit of a jurisdiction, entity, or individual blocked or prohibited by  relevant sanctions authorities, including but not limited to activities in Iran, Cuba, North Korea, Syria, or  the Crimean Region of the Ukraine; (iii) access or attempt to access epay3 systems, programs, or Data that  are not made available for public use whether by manual process or robot, spider, scraper, or other  automated means; (iv) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way  material from epay3 or received through your use of epay3’s Services; (v) permit any third party to use and  benefit from the Services via a license, sublicense, transfer, assignment, rental, lease, timesharing, service  bureau, or other arrangement; (vi) transfer any rights granted to you under these Payment Terms; (vii) work  around any of the technical limitations of the Services, use any tool to enable features or functionalities that  are otherwise disabled in the Services – or decompile, disassemble, or otherwise reverse engineer the  Services – except to the extent that such restriction is expressly prohibited by law; (viii) perform or attempt  to perform any actions that would interfere with the normal operation of the Services, prevent access to or  use of the Services by our other users, or impose an unreasonable or disproportionately large load on our  infrastructure; (ix) use the Services for any illegal activity or goods or in any way that exposes (A) epay3,  (B) our partners, subsidiaries, and affiliates (collectively, “Affiliates”), (C) our TPSPs, or (D) any epay3 users or customers to harm; (x) use the Service to send or store infringing, obscene, threatening, libelous, 

or otherwise unlawful or tortious material, including but not limited to material harmful to children or violative of any third-party privacy rights; (xi) upload to epay3 software or Services or use the Services to send or store viruses, worms, time bombs, Trojan horses, or other harmful or malicious code, files, scripts, agents, or programs; (xii) attempt to gain unauthorized access to the Services; or (xiii) otherwise use the Services except as expressly allowed under these Payment Terms. 

  1. 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 these Payment Terms, any TPSP’s Agreement, any other epay3 terms or agreement, or which exposes  you, other epay3 users, our TPSPs, or epay3 to harm, including but not limited to fraud and other criminal  acts. In certain circumstances we may determine that the establishment of a reserve amount is necessary to  provide the Services, including the full amount of the funds received for your transaction, to be held for a  period of time, or that additional amounts be held in reserve. The reserve amount may include (i) any funds  payouts made or due to you for transactions submitted to the Services, or (ii) amounts available in your  Bank Account by means of ACH debit to that Bank Account, or (iii) other sources of funds associated with  your epay3 Account. You are hereby granting us authorization to share information with law enforcement  about you, your transactions, or your epay3 Sub-Merchant Account if we reasonably suspect that your use  of epay3 has been for an unauthorized, illegal, or criminal purpose. 

  1. 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, MasterCard, Discover, JCB, and American Express.  Visa – Credit Card Processing Fees & Interchange Rates 

  • Mastercard – Small & Medium Business Solutions Payment Solutions 
  • American Express – www.americanexpress.com/merchantopguide. 

The Card Networks reserve the right to amend the Network Rules. epay3 reserves the right to amend these  Payment Terms at any time with notice to you as necessary to comply with Network Rules or otherwise  address changes in the Services.  

You acknowledge that the Network Rules may require that you enter into a direct merchant relationship  with our payment processor if and when you become a high-volume merchant (currently determined to be 

$1,000,000 per year in the applicable Card for VISA and MasterCard), and upon conversion, you will be  bound by the payment processor’s then current Commercial Entity Agreement. 

  1. NACHA Rules; Additional Rules 

In addition to general compliance with U.S. law and with Network Rules, epay3 is required, pursuant to  one or more agreements with TPSPs, to ensure that all Sub-Merchants specifically comply with the  following rules, regulations, and acts when using the Services and/or the services of TPSPs: (a) the National  Automated Clearinghouse Association (“NACHA”) Operating Rules and Operating Guidelines governing  the ACH Network (as amended from time to time, the “ NACHA Rules”); (b) the Electronic Fund Transfer  Act; (c) the Unlawful Internet Gambling Enforcement Act; (d) The Consumer Financial Protection Bureau;  (e) Regulation E; (f) the laws, regulations, and orders administered by Financial Crimes Enforcement Network (“FinCEN”); (g) the Office of Foreign Assets Control regulations; (h) the Uniform Commercial 

Code (“UCC”); and (i) any similar state laws and regulations, to the extent the same may be applicable to your use of the Services. 

  1. TPSP Agreements 

In addition to these Payment Terms, you may be required to agree to be bound by certain TPSP Agreements  as set forth in Section E. By agreement to these Payment Terms (by “click through” or otherwise), you also  agree to the applicable TPSP Agreements, which constitute legal binding contracts between you, on the one  hand, and the TPSP and its designated affiliates, on the other hand, effective as of the date you agree to  these Payment Terms. 

  1. Disclosures and Notices 

You agree that epay3 can provide disclosures and notices regarding the Services to you by posting such  disclosures and notices on our website, emailing them to the email address listed in your epay3 Sub Merchant Account, or mailing them to the address listed in your epay3 Sub-Merchant 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 received by you within twenty-four  (24) hours of the time it is posted to our website or emailed to you. It is your responsibility to maintain a valid email address associated with your epay3 Sub-Merchant Account and to monitor the email address you provide us. 

  1. References to Our Relationship 

You agree that, from the time you begin processing card and/or ACH payments with epay3 until termination  of your epay3 Sub-Merchant Account with us, we may identify you as a customer of epay3. Neither you  nor we will imply any untrue sponsorship, endorsement, or affiliation between you and epay3. 

  1. Other epay3 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 the Services, 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 these Payment Terms regarding the  Services.  

  1. REGISTERING FOR EPAY3 
  2. Registration 

The epay3 Services are only made available under these Payment Terms to persons in the United States  that operate a business selling products or services, or to accept donations for a bona fide charitable  organization. The epay3 Services are not made available to persons to accept card payments for personal,  family, or household purposes. To use epay3 to receive payments, you will first have to register and create 

an epay3 Sub-Merchant Account. When you register with epay3, 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 epay3 Sub-Merchant Account.  

You may only 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 these Payment Terms. To sign up a business to use the Services, you must agree to  these Payment Terms 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 represent. 

  1. 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. 

  1. Verification; and Underwriting 

To verify your identity, we will require information including your business EIN, SSN, physical location and the taxpayer identification number and date of birth for all owners who own 25% or more of the legal  entity. 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 certified 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 these Payment Terms. Your failure to comply with any of these requests within five (5)  days may result in suspension or termination of your epay3 Sub-Merchant Account.  

epay3 may use your information to apply for card merchant acquiring accounts on your behalf with certain  Card Networks and/or TPSPs, and you hereby authorize us to do so. If we, a Card Network, or other TPSP request that you do so, you will also be required to enter into a direct agreement with such Card Network  or other TPSP in addition to these Payment Terms. In that case, unless you expressly inform us in writing  otherwise, you hereby authorize epay3 to continue to manage your Card Network and/or other TPSP account on your behalf and to cause funds settled from Card Network and/or other TPSP transactions to be  deposited to an omnibus bank account designated by epay3 for your benefit. 

After we have collected and verified all your information, epay3 will review your account and determine if  you are eligible to use the Services. epay3 may also share your information with our TPSPs, 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 Services.  

By accepting these Payment Terms, 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 address history, credit history, and other data about you. epay3 may periodically  update this information to determine whether you continue to meet our eligibility requirements. 

You agree that epay3 is permitted to contact and share information about you and your application  (including whether you are approved or declined), and your use of epay3 with our TPSPs. 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 epay3’s risk management  process. 

  1. epay3 Services – US only

By registering for an epay3 Sub-Merchant Account, you confirm that you are either a legal resident of the  United States, a United States citizen, or a business entity authorized to conduct business by the state in  which you operate. epay3 may only be used to process payment for businesses in the fifty states of the  United States of America and the District of Columbia. You may not export the Services directly or  indirectly, and you acknowledge that the Services may be subject to export restrictions imposed by US law,  including US Export Administration Regulations (15 C.F.R. Chapter VII). 

By accepting these Payment Terms, you confirm that you will satisfy these requirements. 5. Prohibited Businesses 

There are certain categories of businesses and business practices for which the epay3 Services cannot be  used (“Prohibited Businesses”). Most, although not all, of these Prohibited Business categories are imposed  by Network Rules or the requirements of our TPSPs. By registering with epay3, you confirm that you will  not use the Services 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. 

  1. Additional Authorizations 

Notwithstanding any other grant or authorization provided for in these Payment Terms, by registering with  epay3 and using the Services, you explicitly authorize and/or consent as follows: (a) for a period of two  (2) years, or longer if required under the NACHA Rules, to grant to epay3 such consents and/or authorizations as required under the NACHA Rules; (b) to authorize TPSPs to share with epay3 information relating to you, including, without limitation, transaction details, and business or personal information; (c) to authorize epay3 to add or modify via a TPSPs’ system, the Bank Account information associated with your settlement account with the TPSP; (d) to authorize TPSPs and their agents to transfer and process any Data relating to you or your customers (including personal Data), as required for the performance of their obligations to you; (e) to authorize epay3 to serve as your authorized representative towards any use of TPSP services, and as such to authorize epay3 to access and use the Data retained by such TPSPs with respect to your use of TPSP services; (f) to grant to epay3 the right to instruct TPSPs to withhold Fees (as defined in below) from your funds; and (g) to authorize us and our TPSP to publish your, and any customer service information, in any media from time to time for the benefit of our customers and/or our TPSPs’ 

customers. 

  1. 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 epay3. “Reversal” means an event whereby epay3 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) epay3 or our TPSPs,  (ii) the processors, suppliers or licensors of epay3 or our TPSPs, 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 (e.g. if the buyer/sender used a card that did not belong to the buyer/sender); (d) you received a payment for activities that violated these Payment Terms, any TPSP Agreement, or any other epay3 agreement or terms; or (e) epay3 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, these Payment Terms 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 a Chargeback, Reversal, or Claim at a later date. 

epay3 will provide a receipt to the customer at the conclusion of the purchase transaction that includes all  information required under Network Rules and applicable law. 

We may offer you the ability to have funds settled to your Bank Account in a currency different from the  one in which you accepted payment from a customer (“Multi-Currency Processing”). To use this service,  you must provide us with a valid Bank Account for each currency for which you request settlement, based  on our list of available settlement currencies. We may add or remove currencies from our list of available  settlement currencies at any time. If you use Multi-Currency Processing, we will identify at the time of  charge, the conversion rate that will apply to the charge. If you refund a charge, the conversion rate that  will apply will be the rate in effect at the time of the refund, not the charge. By submitting a charge or  refund for processing you will be deemed to have accepted the rate. You may choose not to use the Multi Currency Processing service at any time. You may also change the Bank Account information or other  settings associated with your use of Multi-Currency Processing, but any such changes will only affect  subsequent charges. 

  1. Payouts and Transaction History 

We will pay out funds settling from the Card Networks to your designated Bank Account you provided  when establishing your epay3 Sub-Merchant Account in the amounts actually received (less our Fees, as  defined below) for card transactions submitted to our Services. Alternatively, we may deposit the full  amount in your Bank Account and then debit your Bank Account for an aggregate of transaction and service  fees on a periodic basis. The payouts and debits will be made to and from 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 TPSPs 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 epay3  Sub-Merchant Account to reflect settlement. Information regarding your card transactions processed and  settled with the Services (“Transaction History”) will be available to you when you log into to our website  using your epay3 Sub-Merchant Account. We provide a minimum of one (1) 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 epay3 Sub-Merchant Account,  your Transaction History and your use of the Services. epay3 is not responsible for maintaining Transaction  History or other records in a manner consistent with your record retention obligations; provided, however,  you shall provide epay3 with access to such Transaction History, in a timely manner and at your expense,  as reasonably requested by epay3 in order to comply with epay3’s obligations under these Payment Terms  and any other terms and agreements between the parties. 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.  

  1. Suspension and Termination 

In addition to the term and termination rights set forth in Section E.4 and elsewhere in these Payment Terms,  either party may terminate any or all Services in accordance with their rights under these Payment Terms,  including the card transaction processing and Multi-Currency Processing portions of the Services. epay3 may suspend or terminate your use of the card transaction processing and Multi-Currency Processing portions of the Services for violation of these Payment Terms, any TPSP Agreement, any other epay3  agreement or terms, NACHA Rules, Network Rules, any other applicable law, rule, or regulation, or for any other reason including, without limitation, acceptable limits for card transaction refunds, returns,  Reversals and/or Chargebacks. epay3 may also terminate or suspend the card transaction processing and  Multi-Currency Processing portions of the Services if a Card Network and/or any TPSP requires such  suspension or termination.  

  1. Reconciliations and Errors 

Your Transaction History will be available to you when you log into to the epay3 management 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 under the Payout Schedule. Your failure  to notify us of an 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, and you agree to provide us with all information in your  possession, in a timely manner and at your expense, regarding such errors in order for us to complete an  investigation. . 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.  Your failure to notify us of a processing error within thirty (30) days of when it first appears on your  electronic Transaction History or your failure to provide us with requested information will be deemed a  waiver of any right to amounts owed to you. 

  1. Refunds and Returns 

By accepting these Payment Terms, you agree to submit any and all refunds and adjustments for returns of  your products and services through the epay3 Services to the cardholder’s card in accordance with the terms  of these Payment Terms and Network Rules. Network Rules require that you will: (a) maintain a fair return,  cancellation, or adjustment policy; (b) disclose your return or cancellation policy to customers at the time  of purchase; (c) not give cash refunds to a customer in connection with a card sale, unless required by law;  and (d) 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, you are immediately liable to epay3 for the full amount of the refund plus any  associated Fees, costs, expenses, fines, or penalties (including those assessed by our TPSPs). epay3 will  deduct the refund amount (including any applicable any associated Fees, costs, expenses, fines, or penalties  (including those assessed by our TPSPs)) from settlement funds owed to you from the processing of other  transactions. If the settlement amounts from such other transactions are not sufficient to satisfy the 

foregoing obligations to us, you agree that epay3 may exercise such rights as are provided in Section C.9 to recover any such outstanding obligations.  

You are solely responsible for accepting and processing returns of your products and services; epay3 has  no responsibility or obligation for processing such returns. 

  1. Chargebacks

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: (a) customer disputes; (b) unauthorized or improperly authorized transactions;  (c) transactions that do not comply with Network Rules, these Payment Terms, any TPSP Agreement, or 

any other epay3 agreement or terms; (d) transactions that are allegedly unlawful (e.g. as a result of fraud, phishing, or other illegal activity) or suspicious; or (e) any Reversals for any reason by our TPSPs or the cardholder’s bank. 

When a Chargeback is issued, you are immediately liable to epay3 for the full amount of the Chargeback  plus any associated Fees, costs, expenses, fines, or penalties (including those assessed by our TPSPs).  epay3 will deduct the Chargeback amount (including any applicable any associated Fees, costs, expenses,  fines, or penalties (including those assessed by our TPSPs)) from settlement funds owed to you from the  processing of other transactions. If the settlement amounts from such other transactions are not sufficient  to satisfy the foregoing obligations to us, you agree that epay3 may exercise such rights as are provided in  Section C.9 to recover any such outstanding obligations.  

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 these Payment  Terms until such time that: (i) a Chargeback is assessed due to a customer’s complaint, in which case we  will retain the funds; (ii) the period of time under applicable law or regulation by which the customer may  dispute that the transaction has expired; or (iii) we determine that a Chargeback on the transaction will not  occur. 

  1. Contesting your Chargebacks 

You or epay3 may elect to contest Chargebacks assessed to your epay3 Sub-Merchant Account. epay3 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 our TPSPs do not resolve a dispute in your favor, we may recover the  Chargeback amount and any associated fees from you as described in these Payment Terms.  

We reserve the right, upon notice to you, to charge a Fee for mediating or investigating Chargeback  disputes. 

  1. Excessive Chargebacks 

At any point, epay3 or our TPSPs 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 epay3 Services, including without limitation, (i) establishment, or increases in the required funding, of reserve amounts, (ii) increases to your applicable Fees, or (iii) delays in your Payout Schedule; or (b) possible suspension or termination of your epay3 Sub Merchant Account and access to the Services. Our TPSPs may also place additional controls or restrictions as part of their own monitoring programs for merchants with excessive Chargebacks. 

  1. Collection and Recovery Rights 

To the extent permitted by law, we may collect any obligations you owe us under these Payment Terms by  deducting the corresponding amounts from funds payable to you arising from the settlement of transactions.  Fees, costs, expenses, fines, or penalties (including those assessed by our TPSPs) associated with a particular transaction may be assessed at the time such transaction is processed and will be first deducted  from the funds received for such transactions. If the settlement amounts from any particular transaction are  not sufficient to meet your obligations to us, epay3 may seek to recover any outstanding amounts that you  owe us by: (a) deducting the such amounts from funds payable to you arising from the settlement of other 

transactions; (b) charging or debiting such amounts to the credit card or Bank Account card registered in  your epay3 Sub-Merchant Account; (c) deducting such amounts from any reserve amounts established by  us or a TPSP; and/or (d) otherwise setting off such amounts against any amounts owed to you by us. If the  amounts recovered following our exercise of any, or all, of the foregoing remedies are insufficient to satisfy  your liability to epay3, you agree to pay epay3 any outstanding amount owed to us immediately upon  demand. Notwithstanding the foregoing, epay3 shall be under no obligation to exercise any, or all, of the  remedies described in Sections C.9(a)–(d) and may instead issue a demand for the full amount of your  outstanding obligations. Your failure to fully pay such amounts upon demand will be a breach of these  Payment Terms, and nothing contained in this Section C.9 shall in any way limit, or be interpreted as a  waiver of, any other right that epay3 may have under Section E, at law, or in equity to recover any obligation  you owe to epay3. You will be liable to us for all 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.  

  1. Security Interest; Guarantee 

You grant us a lien and security interest in any reserve amounts, all card transactions (including future card  transactions), any rights to receive credits or payments under these Payment Terms, and all deposits and  other property of your possessed or maintained by us on your behalf. You will execute, deliver, and pay  the costs and expenses for any documents we request to create, perfect, maintain, and enforce this security  interest. 

  1. ACH SERVICE TERMS 
  2. Overview 

epay3, as a Third-Party Sender under the NACHA Rules, offers services that allow you, as Originator, to request that epay3 transmit originated/initiated Debit or Credit Entries on your behalf to an ODFI for  ultimate transmission to a Receiver’s (i.e. your customers’) account. If you choose to use the ACH portion  of the Services, you hereby authorize: (a) epay3 to transmit originated/initiated Entries on your behalf to  an ODFI; and (b) such ODFI to (i) process Entries received from epay3 in accordance with ODFI’s customary procedures to conform with the file specifications set forth in the NACHA Rules, (ii) transmit  such Entries to the ACH Network for clearing and ultimate settlement with your Receivers, and (iii) settle  for such Entries as provided for in the NACHA Rules. “Third-Party Sender” means epay3 or any other  organization that is not an Originator that has been authorized to transmit originated/initiated Entries on for  the account of another, to an ODFI for transmission to the ACH Network. “Originator” means you or any  other person that originates/initiates an Entry and has directly, or indirectly via a Third-Party Sender,  authorized an ODFI to transmit such Entry to the ACH Network. “Receiver” means your customers or any  other person that has authorized an Originator to initiate an Entry to the Receiver’s account at the RDFI.  Entry” means: (i) an order or request for the transfer of money to the account of a Receiver or general  ledger account of an RDFI (a “Credit Entry”); (ii) an order or request for the withdrawal of money from the  account of a Receiver or general ledger account of an RDFI (a “Debit Entry”); or (iii) the transmission of  notice or data that is not an order or request for the transfer or withdrawal of funds. “ODFI” or “Originating  Depository Financial Institution” means a financial institution that transmits Entries to the ACH Network  for clearing and ultimate settlement with Receivers on behalf of Third-Party Senders and Originators.  RDFI” or “Receiving Depository Financial Institution” means a financial institution qualified by NACHA 

to receive Entries. “ACH Network” means the funds transfer system (network) governed by the NACHA

Rules which provides for the clearing of electronic Entries for participating financial institutions and Third Party Senders. 

  1. epay3 Fees 

You will pay epay3 the Fees and charges as provided in Section A.6 and on the Fee Schedule, as well as  other amounts owed. Such other amounts shall include, without limitation, any amounts charged to epay3,  the underlying ODFI, or you by NACHA, the administrator of the ACH Network, in connection with your  use of the ACH portion of the Services. 

  1. Transaction Limits 

You shall operate and use the ACH portion of the Services in accordance with the transaction limits  approved by epay3 and in accordance with the NACHA Rules. epay3 may modify your transaction limits  at any time upon reasonable notice to you. The transaction limits are displayed on the epay3 dashboard and  established based upon our risk review. 

  1. Types of Entries 

epay3 reserves the right to restrict the types of Entries that you may originate. epay3 will transmit Entries on your behalf to the ODFI that fall within the following ACH Standard Entry Class (“SEC”) Codes: CCC  and PPD. epay3 reserves the right to amend the foregoing list of permitted Entries at any time in its sole  discretion. 

  1. Sub-Merchant Compliance; Rejection of Entries 

Notwithstanding the anything to the contrary contained herein, Sub-Merchant, when using the Services,  expressly acknowledges and agrees that: (i) Sub-Merchant will comply with these Payment Terms, any  TPSP Agreement, any other epay3 agreement or terms, the NACHA Rules, the Network Rules, and other  applicable laws and regulations related to the operation and use of the ACH Network, which may include  UCC Article 4A or Regulation E, as each is amended from time to time; (ii) it will not initiate any Entries  that violate U.S. law; (iii) epay3 and/or the ODFI may restrict the types of Entries you may originate; (iv)  epay3 or the ODFI may reject or refuse to process any Sub-Merchant Entry that Sub-Merchant  originates/initiates which does not comply with the requirements of these Payment Terms, any TPSP  Agreement, any other epay3 agreement or terms, NACHA Rules, Network Rules, any other applicable law,  or in epay3’s or the ODFI’s sole discretion; and (v) epay3 reserves the right, as a Third-Party Sender, to  audit the Sub-Merchant’s compliance with the NACHA Rules, the Network Rules, and other applicable  laws and regulations related to the operation and use of the ACH Network, which may include UCC Article  4A or Regulation E, as each is amended from time to time. Sub-Merchantshall be responsible for correcting  any Entries rejected by epay3 or ODFI pursuant to Section D.5(iv) above, prior to resubmission. 

  1. ACH Authorizations 

In addition to the authorizations described in Section B.6, you expressly authorize epay3, in its role as a  Third-Party Sender, to originate Entries on your behalf as the Originator of such Entries. 

You are solely responsible for obtaining authorization to debit your Receivers’ bank accounts for Entries  and you are solely responsible for ensuring such authorizations comply with the NACHA Rules, Network  Rules, and any other applicable law. epay3 will not be responsible for obtaining or maintaining any such  authorizations or ensuring the authorizations comply with applicable laws. You further agree that you shall  retain authorization for each such Entry for two (2) years after termination or revocation of such  authorization or for such other period as required by the NACHA and Network Rules.  

When you use the ACH portion of the Service, you represent and warrant that you have all necessary  authorizations and approvals from your Receivers to permit epay3 to transmit Entries on your behalf to the  ODFI for transmission to the ACH Network for clearing and ultimate settlement with Receivers, and that  each such Entry is accurate and timely. You further warrant that any Debit Entry that you initiate, and 

which is transmitted on your behalf, satisfies an obligation or corrects an error. epay3 shall not be liable  for any ACH return, reversal, or other failure (or any related costs) arising from your acts and omissions,  including failure to obtain your customer’s authorization for a Debit Entry, and you agree to defend,  indemnify, and hold epay3 harmless for any claims arising from or relating to any acts or omissions by you  under this section. epay3 is permitted to document and store ACH authorizations, including timestamp and  applicable ACH credentials. 

  1. Suspension and Termination 

In addition to the term and termination rights set forth in Section E.4 and elsewhere in these Payment Terms,  either party may terminate any or all Services in accordance with their rights under these Payment Terms,  including the ACH portion of the Services. epay3 may suspend or terminate your use of the ACH portion  of the Services for violation of these Payment Terms, any TPSP Agreement, any other epay3 agreement or  terms, any NACHA Rules, Network Rules, any other applicable law, rule, or regulation, or for any other  reason, including, without limitation, acceptable limits for ACH transaction refunds, returns chargebacks  and/or, reversals. epay3 may also terminate or suspend the ACH portion of the Services if the ODFI and/or  any TPSP requires such suspension or termination. 

  1. Settlement; Payout Schedule 

You acknowledge that funds paid to you by your customers through the ACH portion of the Services shall  only be made available to you once the ODFI receives final settlement. epay3 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 terms of which will be made available to you when you log into to your epay3  management dashboard. The settlement funds should normally be credited to your Bank Account within  1-2 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 or  any delays on the part of the institution holding your Bank Account. You can contact epay3 to inquire  about changing the timing of your Payout Schedule. Upon submitting a request, you will be informed of  the process and requirements for epay3 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, reversals  or refunds, returns, or other suspicious activity associated with your use of the Services, or if required by  law or court order 

  1. Reconciliations and Errors 

You shall not have the right to cancel, amend, or reverse an Entry after its receipt by epay3. However,  epay3 may, in its sole discretion, use reasonable efforts to act on your request to cancel, amend, or reverse  an Entry before transmitting to the ODFI. epay3 makes no representations or warranties with respect to  such requests and shall have no liability if it fails to effect such requests.  

All other rights, obligations, and remedies applicable as between you and epay3 with respect to ACH  transaction reconciliations and errors shall be consistent with those described in Section C.4.  

  1. Refunds and Returns 

In the event that epay3 makes available to you any provisional credit pursuant to an ACH transaction and  the ODFI does not receive the final settlement, the ODFI is entitled to a refund for the amount of the  provisional credit. You agree that you shall be responsible for all such refunds, and epay3 shall have the  right to be reimbursed and recover such refunds or other amounts that are charged to epay3 by the ODFI in  connection with the ACH portion of the Services pursuant to these Payment Terms.

All other rights, obligations, and remedies applicable as between you and epay3 with respect to ACH  transaction refunds and returns shall be consistent with those described in Section C.5.  

  1. Reversals; Chargebacks; Contesting Chargebacks; Excessive Chargebacks 

All rights, obligations, and remedies applicable as between you and epay3 with respect to ACH transaction reversals, chargebacks, contesting chargebacks, and excessive chargebacks shall be consistent with those  described in Sections C.6, C.7, and C.8.  

  1. Collection and Recovery Rights 

To the extent permitted by law, epay3 may undertake any and all acts including, but not limited to, the  exercise of any rights provided in Sections A.6, C.9, and C.10, as are necessary to collect, and to  secure/protect our interest in, any amounts owing to us pursuant to your obligations to us under these  Payment Terms.  

  1. Violation of Laws 

You, as an Originator of Entries made under the NACHA Rules, hereby represent, warrant, and covenant  to epay3 that: (a) you will not seek to use the ACH portion of the Services in violation of any applicable  law or regulation; and (b) no Entry delivered to epay3 or the ODFI, if accepted by the ODFI, will cause  epay3 or the ODFI to be in violation of any regulation or sanction administered by the federal or state  government or otherwise causes epay3 or the ODFI to be in violation of federal or state law. 

  1. Audit and Review 

You agree to permit epay3, the ODFI, and their designated third parties to audit, inspect, and review your  policies and processes for purposes of ensuring your compliance with these Payment Terms, NACHA Rules, Network Rules, and any other applicable law. You agree to cooperate with any such audit and to  respond to reasonable requests for information necessary to complete such audit in a timely manner. 

  1. Additional Limitation of Liability 

In addition to the limitations on liability described in Section E.9, epay3 shall not be liable for any action  or inaction by the ODFI or a third party (e.g., the ACH Network or the RDFI) that results in epay3’s failure  to perform under these Payment Terms or the suspension, termination, restriction or other delay in epay3’s  performance under these Payment Terms.  

  1. Additional Indemnity 

In addition to the indemnification rights described in Section E.6, you will indemnify, defend, and hold us  and our TPSPs (and our respective employees, directors, agents, affiliates and representatives) harmless  from and against any and all claims, costs, losses, damages, judgments, Taxes, penalties, interest, and  expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation,  inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) your breach  of any representation, warranty or covenant set forth in these Payment Terms; (b) your failure to perform  your obligations as an Originator under the NACHA Rules, Network Rules, and any other applicable law;  (c) your failure to maintain a sufficient balance in your epay3 Sub-Merchant Account or to fund necessary reserve amounts to cover your obligations under these Payment Terms; (d) epay3’s effecting or attempt to 

effect your request for the cancellation, amendment, or reversal of an Entry; (e) epay3’s issuance of duplicate Entries; or (f) transactions involving Entries that are allegedly unlawful (e.g. as a result of fraud, phishing, or other illegal activity) or suspicious. 

  1. Relationship to Other Payment Terms 

To the extent these ACH-specific terms conflict with the Payment Terms generally, these terms shall control  with respect to the ACH portion of the Services and only to the extent of such conflict.

  1. LICENSE, TERMINATION, AND OTHER GENERAL LEGAL TERMS 1. Your License to Use the Services; Our Trademarks 

epay3 grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right  to sublicense, to electronically access and use the Services solely to accept and receive payments and to  manage the funds you so receive in a manner consistent with these Payment Terms and other documentation  provided to you (the “License”). The Services include 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 epay3.  You will be entitled to download updates to the Services, subject to any additional terms made known to  you at that time, when epay3 makes these updates available. epay3 may terminate this license at any time  in the event that you use the Services in a manner inconsistent with this License. 

We may also periodically make available certain epay3 logos, trademarks, or other identifiers for your use  (“epay3 Marks”). If we do so, you will use them subject to and in accordance with epay3’s then current  epay3 Website Terms. epay3 may limit or revoke your ability to use epay3 Marks at any point. 

  1. Ownership – epay3 Services and Intellectual Property 

The Services are licensed and not sold. We reserve all rights not expressly granted to you in these Payment  Terms. The Services are protected by copyright, trade secret, trademark, and other intellectual property  laws. We own all interest, title, and other worldwide IP Rights (as defined below) in the Services and all  copies of the Services. These Payment Terms do not grant you any rights to the epay3 Marks. 

For the purposes of these Payment Terms, “IP Rights” means: all patent rights; copyright, including rights  in derivative works; moral rights; rights of publicity; trademark, trade dress and service mark rights,  including such rights applicable to the epay3 Marks; 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. 

In addition, you may choose to, or we may invite you to, submit comments, recommendations, feedback, or ideas about the Services, including without limitation about how to improve the Services or our products  (collectively, “Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited  and without restriction and will not place epay3 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,  epay3 does not waive any rights to use similar or related ideas previously known to epay3, or developed by  its employees, or obtained from sources other than you. 

  1. Term 

These Payment Terms are effective upon the date you agree to them (by indicating acceptance electronically  or in writing) and continues so long as you use the Services or until terminated by you, epay3, or our TPSPs,  subject to the specific provisions mentioned herein that shall survive termination.  

  1. Termination 

You may terminate your agreement to these Payment Terms by closing your epay3 Sub-Merchant Account at any time by following the instructions on our website in your epay3 Sub-Merchant Account profile. We  may terminate the provision of the Services under these Payment Terms and close your epay3 Sub Merchant Account at any time for any reason effective upon providing you notice in accordance with  Section A.20 above. We may suspend or terminate your epay3 Sub-Merchant Account and your access to  the Services and any funds in your epay3 Sub-Merchant Account if: (a) we determine in our sole discretion  that you are ineligible for the Services because of the risk associated with your epay3 Sub-Merchant Account, including without limitation significant credit or fraud risk, or for any other reason; (b) you do  not comply with any of these Payment Terms, any TPSP Agreement, any other epay3 agreement or terms, NACHA Rules, Network Rules, or any other applicable law, rule, or regulation; or (c) upon request of a  TPSP, Card Network, or ODFI.  

  1. Effects of Termination 

Upon termination and closing of your epay3 Sub-Merchant Account, we will immediately discontinue your  access to the Services. You agree to complete all pending transactions, stop accepting new transactions  through the Services, and immediately remove all TPSP logos from your site (unless otherwise permitted  to do so under a separate license from the TPSP). You will not be refunded the remainder of any Fees that  you have paid for the Services if your access to or use of the Services 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 these Payment Terms, any TPSP  Agreement, or any other epay3 agreement or terms, and epay3 may elect to continue to hold any funds  deemed necessary pending resolution of any other terms or obligations defined in these Payment Terms,  any TPSP Agreement, or any other epay3 agreement or terms, including but not limited to refunds, returns,  Reversals, Chargebacks, Fees, or other investigations or proceedings. 

Upon termination you agree to: (a) immediately cease your use of the Services; (b) discontinue use of any  epay3 or other trademarks licensed under these Payment Terms, any TPSP Agreement, or any other epay3  agreement or terms; (c) immediately remove any epay3 references and logos from your site; and (d)  promptly return all epay3 Confidential Information. In addition, upon termination you understand and  agree that: (i) the License granted under these Payment Terms shall end; (ii) we reserve the right (but have  no obligation) to delete all of your information and epay3 Sub-Merchant Account Data stored on our  servers; (iii) we will not be liable to you for compensation, reimbursement, or damages in connection with  your use of the Services, or any termination or suspension of the Services or deletion of your information  or epay3 Sub-Merchant Account Data; and (iv) you are still liable to us for any refunds, returns, Reversals,  Chargebacks, Fees, or other amounts incurred by you or through your use of the Services prior to  termination. 

  1. Your Liability 

You are responsible for all Reversals, Chargebacks, Claims, Fees, costs, expenses, fines, penalties,  attorneys’ fees, and other liability arising out of or relating to your use of the Services and your breach of  these Payment Terms, any TPSP Agreement, or any other epay3 agreement or terms. You are responsible  for the use of lost or stolen cards and/or ACH account details 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(s), epay3, our TPSPs, and any third party designated by epay3 or our TPSPs  for any and all such liability. 

epay3 will have the final decision-making authority with respect to Claims, including without limitation  claims for refunds for purchased items that are filed with epay3 by you or your customers. You will be  required to reimburse epay3 for your liability. Your liability will include the full purchase price of the item  (and in some cases you may not receive the item back). You will not receive a refund of any Fees paid to  epay3. 

Without limiting the foregoing, you agree to defend, indemnify, and hold harmless epay3, our TPSPs, and  their respective affiliates, agents, directors, and employees from and against any claim, suit, demand, loss,  liability, damage, action, or proceeding arising out of or relating to: (a) your breach of any provision of  these Payment Terms, any TPSP Agreement, or any other epay3 agreement or terms; (b) your use of the  Services, including without limitation any Reversals, Chargebacks, Claims, Fees, costs, expenses, fines,  penalties, and attorneys’ fees; (c) negligence or willful misconduct of your employees, contractors, or  agents; (d) the License and/or your use of any epay3 Marks, Confidential Information, or IP rights; and (e) 

all third-party indemnity obligations we incur as a direct or indirect result of your acts or omissions  (including indemnification of any TPSP).  

If you are liable for any obligations to us under these Payment Terms, we may recover any such amounts  that you owe us from settlement funds owed to you from the processing of transactions. If the settlement  amounts from such transactions are not sufficient to satisfy your obligations to us, you agree that epay3  may exercise such rights as are provided in Section C.9 or elsewhere in these Payment Terms to recover  any such outstanding obligations. 

  1. Representations and Warranties 

The Services are controlled and operated from facilities in the United States. epay3 makes no  representations that the Services are appropriate or available for use in other locations. Those who access  or use the Services 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 Services 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 Services are solely directed to individuals, companies,  or other entities located in the United States. 

You represent and warrant to us that: (a) if you are a natural person, you are at least eighteen (18) years of  age; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into  and perform under these Payment Terms; (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 Services will represent a sale to any principal, partner, proprietor, or owner of your  entity; (i) you will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or  in any manner so as to interfere with the normal operation of the Services; (j) you are not (i) listed on the  U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and  Blocked Persons List (available at www.treas.gov/ofac), (ii) listed on the U.S. Department of State’s  Terrorist Exclusion List (available at www.state.gov), or (iii) located in or operating under license issued  by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the  U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as  noncooperative with international anti-money laundering principles or procedures by an intergovernmental  group or organization of which the United States is a member; (k) you will not use the License, except as  authorized herein; and (l) that you have provided a complete and accurate list/description of the services  and products you offer, and the industry in which you conduct business. 

In the event of any change to the foregoing representations and warranties, you hereby agree to provide  epay3 with prompt notice detailing such change, as well as any other pertinent information requested by  epay3 regarding such change. 

  1. No Warranties 

THE SERVICES 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, USE FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SERVICES IS AT YOUR OWN RISK. NO  ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR  THROUGH THE SERVICES OR FROM: (I) EPAY3; (II) OUR TPSPS; OR (III) ANY OF THEIR  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  EPAY3 NOR OUR TPSPS HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT  ARE PAID FOR WITH THE SERVICES, AND NEITHER EPAY3 NOR OUR TPSPS CAN ENSURE  THAT YOUR CUSTOMERS WILL COMPLETE A TRANSACTION OR IS AUTHORIZED TO DO SO. 

WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT  THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICES  IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR  REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME  OR LOCATION; THAT THE SERVICES WILL FUNCTION IN AN UNINTERRUPTED MANNER OR  BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE  SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT  MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES  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 TRANSACTION. 

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 EPAY3 NOR OUR  TPSPS WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU  AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. EXCEPT FOR THE EXPRESS  WARRANTIES IN THIS AGREEMENT, EPAY3 HEREBY DISCLAIMS ALL WARRANTIES,  WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER OR IN CONNECTION  WITH THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF. 

  1. Limitation of Liability and Damages 

IN NO EVENT SHALL A DISCLAIMING ENTITY (AS DEFINED IN SECTION E.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 THESE PAYMENT TERMS OR THE SERVICES,  INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY  OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING  ENTITIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM  HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR  YOUR EPAY3 SUB-MERCHANT 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 SERVICES; (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 SERVICES; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN  HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE  SERVICES; (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 SERVICES; AND/OR (F) USER CONTENT  OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. 

WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION E.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 EPAY3 DURING THE THREE (3) MONTH PERIOD IMMEDIATELY  PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. 

THIS LIMITATION OF LIABILITY SECTION E.9 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 EPAY3 OR OUR TPSPS HAVE BEEN ADVISED OF THE  POSSIBILITY OF SUCH DAMAGE. 

THE PROVISIONS OF THIS SECTION E.9 SHALL APPLY TO THE FULLEST EXTENT  PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. 

  1. Disputes; Choice of Law; Jurisdiction and Venue 

You agree that all matters including any action, dispute, or claim arising out of or relating to these Payment  Terms or the Services shall be resolved in accordance with this Section E.10.  

These Payment Terms are governed by the internal laws of the State of Texas (without regard to its choice  of law provisions). The exclusive venue for any actions, disputes, or claims arising under or related to these  Payment Terms shall be in the appropriate state or federal court located in Travis County, Texas. You  hereby waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in  such courts. Notwithstanding the foregoing, these Payment Terms do not limit any rights that we may have  under trade secret, copyright, patent, or other laws. 

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 THESE PAYMENT TERMS.  

  1. Limitation on Time to File Actions, Disputes, and Claims 

ANY CAUSE OF ACTION, DISPUTE, OR CLAIM YOU MAY HAVE ARISING OUT OF OR  RELATING TO THESE PAYMENT TERMS OR THE SERVICES MUST BE COMMENCED WITHIN  ONE (1) YEAR AFTER THE CAUSE OF ACTION, DISPUTE, OR CLAIM ACCRUES, OTHERWISE,  SUCH CAUSE OF ACTION, DISPUTE, OR CLAIM IS PERMANENTLY BARRED. 

  1. Waiver and Severability 

No waiver of by epay3 of any term or condition set forth in these Payment Terms shall be deemed a further  or continuing waiver of such term or condition or a waiver of any other term or condition and any failure  of epay3 to assert a right or provision under these Payment Terms shall not constitute a waiver of such right  or provision. 

If any provision of these Payment Terms (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.

  1. Right to Amend 

We have the right to change or add to the terms of these Payment Terms at any time, and to change, delete,  discontinue, or impose conditions on any feature or aspect of the Services or software with or without 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 Services or software after our publication of any  such changes shall constitute your acceptance of these Payment Terms as modified. 

  1. Assignment 

These Payment Terms, 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. 

  1. Change of Business 

You agree to give us at least thirty (30) days prior notification of your intent to change your current product  or service 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 twenty-five percent (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 twenty-five percent (25%) or more of your total assets not later  than three (3) days after you obtain knowledge of it. 

  1. Parties 

These Payment Terms bind you and your respective heirs, representatives, and permitted and approved  successors (including those by merger and acquisition) or any permitted assigns. 

  1. No Third-Party Beneficiaries 

No provision in these Payment Terms, and any applicable Additional Terms is intended or shall create any  rights with respect to the subject matter of these Payment Terms, and any applicable Additional Terms, in  any third party. 

  1. 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, including those offered by our TPSPs (collectively, “Third-Party Services”) that  utilize, integrate, or provide services related to the Services. 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 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 these Payment Terms. 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 Third-Party Service, our Privacy Policy is no longer in effect. Your browsing  and interaction with a Third-Party Service, including those that have a link on our website, is subject to that  Third-Party Service’s own terms and policies. 

  1. California Businesses 

If you are a “Business” as defined by the California Consumer Privacy Act of 2018, Cal. Civ. Code §  1798.100 et seq., (“CCPA”) then this Section E.19 applies to you. For purposes of this Section E.19,  “process”, “sell”, and “business purpose(s)” have the meaning ascribed to them by the CCPA. 

For purposes of this Section E.19, “Sub-Merchant Customer Personal Information” means any information  that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be  linked, directly or indirectly, with a particular consumer or household that is processed by epay3 in  connection with the Services to you. Sub-Merchant Customer Personal Information does not include  information epay3 receives about your customers (“Sub-Merchant Customers”) for purposes of epay3’s  digital receipt, customer directory, and email marketing tools (“epay3 Sub-Merchant Customer Features”).  It does include information that your Sub-Merchant Customers have provided to you through epay3  invoices or to receive promotional text messages. For details about our privacy practices with respect to  epay3 Sub-Merchant Customer Features, please refer to our Sub-Merchant Customer Features Privacy  Notice.  

We may receive personal information from Sub-Merchant Customers for the purpose of performing the  Services on your behalf as described in these Payment Terms. We agree that we will process Sub-Merchant Customer Personal Information collected, processed, stored or transmitted by, or accessible to us in the  course of providing the Services under these Payment Terms and/or the Website Terms linked above, only  on your behalf, and for the purpose of providing you with the Services described in these Payment Terms  and/or the Website Terms linked above based on the products you use. We acknowledge that we are  prohibited from: (i) selling the Sub-Merchant Customer Personal Information; and (ii) retaining, using, or  disclosing the Sub-Merchant Customer Personal Information for any purpose other than providing to you  the Services specified in these Payment Terms and/or the Website Terms linked above. As part of, and for  purposes of, facilitating the Services, epay3 may: (1) de-identify or aggregate the Sub-Merchant Customer 

Personal Information; (2) process the Sub-Merchant Customer Personal Information for operational  purposes, including, without limitation (A) verifying or maintaining the quality and safety of the Services,  (B) improving, updating or enhancing the Services either for you or for our customers generally, (C) detecting and preventing fraud, and (D) for protecting the security and integrity of our Services; and (3) complying with our legal obligations. You acknowledge and agree that Sub-Merchant Customer Personal Information that you disclose to epay3 is provided to epay3 for the parties’ business purposes. 

We reserve the right to delete personal information stored pursuant to these Payment Terms in the ordinary  course of business, pursuant to our retention schedules.  

  1. 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 TPSPs, vendors or suppliers; pandemics, government action; 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 Sections C.9 or D.12, including,  without limitation, for Reversals, Chargebacks, Claims, fines, Fees, refunds, returns, or unfulfilled products  and services. 

  1. Responding to Legal Process 

epay3 may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, regulatory  request, regulatory order 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 our Privacy Policy, any information as required under such  Legal Process, even if you are receiving funds on behalf 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. epay3 is not responsible for any losses, whether direct or indirect, that you may incur  as a result of our complying with Legal Process. 

  1. Entire Agreement 

These Payment Terms and all policies and procedures that are incorporated herein by reference constitute  the entire agreement between you, epay3, and our TPSPs with respect to the provision of the Services. In 

the event of a conflict between these Payment Terms and any other epay3 agreement or policy relating to  the subject matter herein, these Payment Terms shall prevail. Except as expressly provided herein, these  terms and conditions describe the entire liability of epay3, our TPSPs, and our vendors and suppliers, set  forth your exclusive remedies with respect to the Services, and define your access to or use of the Services.  

  1. Survival 

In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of these  Payment Terms, the following Sections of these Payment Terms shall survive and remain in effect in  accordance with their terms upon the termination of these Payment Terms: Sections A.3 (“Authorization  for Handling of Funds”), A:6 (“epay3 Fees”),. A.8 (“Taxes”), A.9 (“Your Data Security Obligations”),  A.10 (“epay3 Data Security and Fraud Controls”), A.14 (“Privacy of Others”), C.4 (“Reconciliations and 

Errors”), C.5 (“Refunds and Returns”), C.6 (“Chargebacks”), C:8 (“Excessive Chargebacks”), C:11 (“Our Collection Rights”), C:13 (“Security Interest”), D.15 (“Additional Limitation of Liability”); D.16 (“Additional Indemnity”); E.2 (“Ownership – epay3 Services and Intellectual Property”), E.5 (“Effects of Termination”), E.6 (“Your Liability”), E.8 (“No Warranties”), E.9 (“Limitation of Liability and Damages”), E.10 (“Disputes; Choice of Law; Jurisdiction and Venue”), E.11 (“Limitation on Time to File Actions, Disputes, and Claims”), E.12 (“Waiver and Severability”), E.16 (“Parties”), E.21 (“Responding to Legal Process”), E.22 (“Entire Agreement”), E.23 (“Survival”), E.25 (“ProPay-Specific Disclosures and Requirements”), E.26 (“Adyen-Specific Disclosures and Requirements”), E.27 (“FNBO-Specific Disclosures and Requirements”); and E.28 (“American Express-Specific Disclosures and Requirements”). 

  1. Headings 

Headings are included for convenience only and shall not be considered in interpreting these Payment  Terms. 

  1. ProPay-Specific Disclosures and Requirements 

ProPay-Specific Disclosure 

The mailing address for ProPay Inc. (“ProPay”) is ProPay Inc., 3400 N. Ashton Blvd, Suite 200, Lehi, UT  84043 and its phone number is 866.622.2390. ProPay discloses that: (a) it must be a principal to these  Payment Terms; (b) 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 epay3; (c) it is responsible for and must  provide settlement funds to you; and (d) it is responsible for all funds held in reserve that are derived from  settlement. 

[ ] Acceptance of ProPay-Specific Terms and Conditions; Agreements 

In order to comply with regulatory requirements and Network Rules, and as a condition of accessing the  Card Network services provided by ProPay, ProPay requires each Sub-Merchant to: (a) assent to ProPay’s  terms of use, attached hereto as Attachment A PROPAY TERMS OF USE; (b) submission of Sub Merchant identifying information with ProPay for Card Network services; and (c) provide such information  as ProPay requires to permit ProPay to perform Know Your Customer (“KYC”) and Anti-Money  Laundering and Anti-Terrorist Financing (“AML”) verification and due diligence on such Sub-Merchant. 

  1. Adyen-Specific Disclosures and Requirements 

[ ] Acceptance of Adyen-Specific Terms and Conditions; Agreements 

In order to comply with regulatory requirements and Network Rules, and as a condition of accessing the  Card Network services provided by Adyen N.V. (“Adyen”), Adyen requires each Sub-Merchant to: (a)  assent to Adyen’s Adyen MarketPay Terms and Conditions, (b) enter into a Sub-Merchant agreement with  Adyen for Card Network services, attached hereto as Attachment B – Adyen Sub-Merchant Agreement;  and (c) participate in the Adyen Sub-Merchant Onboarding Process, which requires Sub-Merchant to 

provide Adyen with information necessary to allow Adyen to perform KYC and AML verification and due  diligence on such Sub-Merchant.  

  1. FNBO-Specific Disclosures and Requirements 

Notice with Respect to Non-Consumer ACH Wholesale Credit Transactions and UCC Article 4A 

Your Entries may be transmitted through the ACH. The rights and obligations of the Originator with respect  to such payments shall be construed in accordance with and governed by the laws of the State of Nebraska,  unless it has been otherwise agreed that the law of some other state shall govern. Credit given by an RDFI  with respect to an ACH Credit Entry is provisional until the RDFI receives final settlement for such entry  through a Federal Reserve Bank or as otherwise provided for under UCC Article 4A. If a RDFI does not  receive such final settlement or payment, you are hereby notified and agree that the RDFI is entitled to a  refund from the Receiver the amount of the credit to the Receiver’s account, and the party making payment  via such entry (i.e. the originator of the entry) shall not be deemed to have paid the amount of such entry. 

[ ] Acceptance of FNBO-Specific Terms and Conditions; Agreements 

In order to comply with regulatory requirements, NACHA Rule, and Network Rules, and as a condition of  accessing the ACH services provided by First National Bank of Omaha (“FNBO”), FNBO requires each  Sub-Merchant to enter into a Third-Party Sender Customer/Originator Acknowledgment with FNBO for  ACH and Card Network services, attached hereto as Attachment C – FNBO Third-Party Sender  Customer/Originator Acknowledgment.  

  1. American Express-Specific Disclosures and Requirements 

[ ] Acknowledgement of American Express Merchant Regulations 

In order to comply with regulatory requirements and Network Rules, and as a condition of accessing the  Card Network services provided by American Express Travel Related Services Company, Inc. (“American  Express”), American Express Merchant Regulations permit American Express to establish a reserve against  a Sub-Merchant based upon a triggering event.

ATTACHMENT A – PROPAY TERMS OF USE 

https://www.propay.com/en-US/Legal/ProFac-Sub-merchant-Terms-and-Conditions 

ATTACHMENT B– ADYEN SUB-MERCHANT AGREEMENT https://www.adyen.com/legal/terms-and-conditions

ATTACHMENT C – FNBO THIRD-PARTY SENDER CUSTOMER/ORIGINATOR  ACKNOWLEDGMENT 

THIRD-PARTY SENDER CUSTOMER/ORIGINATOR ACKNOWLEDGMENT 

The undersigned “Customer” company (referred to herein as “you” or “your”) confirms and agrees that it  has authorized epay3, Inc (“TPS”) to act as your agent in processing ACH Entries for you, and that TPS  will establish one or more clearing accounts with, and submit ACH Entries on behalf of you to First National  Bank of Omaha as an originating depository financial institution (“ODFI”).  

You: (i) assumes the responsibilities of and makes the warranties of an Originator under the Operating  Rules of the National Automated Clearing House Association (the “Rules”) and agrees to reimburse ODFI  for returns, reversals, adjustments, reclamations, and warranty claims and responsibilities related to  Company’s ACH Entries; (ii) agrees to comply with the Rules, including but not limited to the requirements  of Article Two (Rights and Responsibilities of ODFIs, Their Originators and Third-Party Senders), Rule  2.15 (Obligations of Third-Party Senders, and of ODFIs and Originators that Use Third-Party Senders), and  if international ACH Entries are initiated by you, the Rules applicable to IAT ACH Entries, (iii) agrees to  comply with all applicable state and federal laws, rules and regulations, including but not limited to sanction  laws administered by the Office of Foreign Assets Control (“OFAC”), the Electronic Funds Transfer Act,  the Unlawful Internet Gambling Enforcement Act, the Federal Reserve Board and the Consumer Financial  Protection Bureau’s Regulation E (the foregoing and the ACH Rules are, collectively, the “Applicable  Rules”); and (iv) acknowledges that ACH Entries may not be initiated that violate the laws of the United  States, including but not limited to the sanctions laws, regulations, and orders administered by OFAC, laws,  regulations, rules, and orders administered by the Financial Crimes Enforcement Network (“FinCEN”) (as  such terms are defined below), and any state laws, regulations, or orders applicable to the providers of ACH  payment services. 

You represent and warrant as to each ACH Entry that it has obtained the necessary authorizations under the  Rules and Applicable Rules and that you shall not initiate any funds transfer after the authorization for the  same ACH Entry has been revoked (or the agreement between you and TPS has been terminated). With  respect to each IAT Entry TPS sends to ODFI on behalf of you, you represent and warrant to ODFI that  such IAT Entry is in compliance with United States law, including, but not limited to, rules promulgated  and programs administered by OFAC and FinCEN, that no such IAT Entry violates United States law,  including, but not limited to, rules promulgated and programs administered by OFAC and FinCEN, that  neither TPS nor you are acting on behalf of or transmitting funds to any party subject to OFAC sanctions  and that such IAT Entry complies with the laws and payment system rules of the receiving country. You  acknowledge that ODFI and other parties must comply with the Rules and United States law for IAT  Entries. The performance by each of these parties, including ODFI, of obligations with respect to IAT  Entries may cause delays in processing, settlement, and/or availability of IAT Entries. You waive and  release ODFI from any liability or obligation, including, but not limited to, funds availability obligations,  caused by or arising out of any such delay associated with IAT Entries. 

You understand that ODFI has the right to: (i) review, monitor, and audit Company’s ACH transactions,  processes, and procedures for compliance with this Agreement and the Rules; (ii) restrict or limit the amount  or type of ACH Entries processed for you; and (iii) suspend, discontinue, or terminate ACH processing  based on its assessment of the risk posed to the ODFI and/or the breach or termination of its agreement with  TPS. 

You are responsible for the results of using a TPS, the services, and for the accuracy and adequacy of the  data you or TPS provides. You authorize ODFI to act on any instruction which has been or reasonably  appears to have been sent by TPS or you, including but not limited to funds transfer instructions. ODFI is  not obliged to take any further steps to confirm or authenticate such instructions and will act on them 

without getting further confirmation. You understand that if it or the TPS provides ODFI with incorrect  information or if there is any error in the instruction it accepts full responsibility for losses resulting from  any of the errors, duplication, ambiguities, or fraud in the information that was provided to ODFI. ODFI  is not responsible to third parties (such as, but not limited to, third party service providers and the third  parties to whom wire or ACH debit or credits are transmitted hereunder) and you shall defend, indemnify,  and hold ODFI harmless from, the actions or omissions of TPS, or any claim made against ODFI arising  out of your use of the services, breach of this Agreement, or breach of any warranty under the Rules. IN  NO EVENT WILL ODFI BE LIABLE OR RESPONSIBLE FOR, AND TPS AND YOU BEAR ALL  RISK ASSOCIATED WITH, FOREIGN EXCHANGE CONVERSION AND ANY GAINS AND  LOSSES RESULTING FROM THE CONVERSION OF CURRENCIES IN CONNECTION WITH ANY  ENTRY. 

This Attachment shall survive the termination of the agreement between TPS and ODFI regarding those  Customer Entries made prior to termination. Notwithstanding anything to the contrary elsewhere in the  Agreement between TPS and you, ODFI shall be considered an intended beneficiary of this  Acknowledgment and is entitled to enforce its terms. This Acknowledgment is agreed to in consideration  of ODFI’s agreement to serve as ODFI. You waive notice of the ODFI’s acceptance of this  Acknowledgment. 

Notice with Respect to Non-Consumer ACH Wholesale Credit Transactions and UCC Article 4A 

(1) Your Entries may be transmitted through the Automated Clearing House; (2) The rights and obligations of the Originator with respect to such payments shall be construed in accordance with and governed by the laws of the State of Nebraska, unless it has been otherwise agreed that the law of some other state shall govern; (3) Credit given by a Receiving Depository Financial Institution (RDFI) with respect to an Automated Clearing House (ACH) credit entry is provisional until the RDFI receives final settlement for such entry through a Federal Reserve Bank or as otherwise provided for under Article 4A; and (4) If a RDFI does not receive such final settlement or payment, you are hereby notified and agree that the RDFI is entitled to a refund from the Receiver the amount of the credit to the Receiver’s account, and the party making payment via such entry (i.e. the originator of the entry) shall not be deemed to have paid the amount of such entry.

 

ATTACHMENT D – PROHIBITED BUSINESSES 

WFMS Alliance/Service Provider/Sponsored Entity Unqualified List 

Merchant Categories 

Wells Fargo Bank maintains three lists of unqualified merchant categories: 

  1. Business Niches/Industries – Specific industries which Wells Fargo deems unqualified. 
  2. Business Practices – Method, procedure, rules or practices employed or followed by merchants that Wells Fargo deems unqualified. 3. Merchant Characteristics – Specific attributes of a merchant that Wells Fargo deems unqualified as these may cause harm to cardholders and/or the payment ecosystem. 

For each of these three Unqualified Merchant Categories. They are broken down in the following table: 

Prohibited: These merchants are not eligible to board and no exceptions are given. This list is made of business niches (goods/services), practices and characteristics that are unlawful, prohibited by the Payment Networks, or prohibited by WFB corporate or merchant services policy. Extremely Constrained: These merchants may pose excessive risk and they are generally “prohibited.” Exceptions are extremely rare and require a clear demonstration of substantial controls and governance. 

Restricted: These merchants may possibly obtain an exception to the unqualified status with proper documented controls and Payment Network registration (if applicable). 

Glossary: 

CNP = Card Not Present, including the following: Internet, Mail Order/Telephone Order (MOTO), in-app purchases  

B2B = Business to Business  

B2C = Business to Consumer 

Anything marked with an asterisk (*) may require Payment Network registration. 

  1. Business Niches/Industries – Specific industries which Wells Fargo deems unqualified. 
 

Prohibited (not eligible for exception) 

Extremely Constrained (exceptions are rare) 

Restricted (possible exception eligible)

Business  

Niches/  

Industries

Adult products or services (such as): 

o Audio/video (phone sex and adult phone 

conversations) 

o Dating services/apps (sexually-oriented) 

o Related to illegal activity (e.g., child 

pornography, products depicting children or 

characters resembling children in a sexually 

suggestive manner, bestiality, human 

trafficking) 

o Massage parlors (sexually-oriented) 

o Companion/escort services/prostitution 

o Web based sexually oriented video 

o Websites/apps containing graphic/nude 

content, such as – streaming video and other 

sexually oriented content (including but not 

limited to subscription, on-demand, live, etc.) 

o Gentleman’s clubs, topless bars, and strip clubs (may include for-hire live performer) 

Animals and wildlife products classified as endangered or protected New 

Bankruptcy lawyers accepting payments for the debt included in the bankruptcy 

Cannabidiol/CBD related products, services, and businesses. Merchants selling: – Enhancement 

o Products that contain CBD or derivatives of CBD for human or animal consumption and/or 

rapid entry into blood stream (e.g., patches, 

edibles, ingestible)

Age or legally restricted products/services (not addressed elsewhere), CNP 

Airlines (including travel or freight related entities that own or lease aircrafts to facilitate transportation of passengers and/or cargo) 

Alcohol, powered alcohol “palcohol”, CNP (excluding: wineries that follow age verification at the time of sale and delivery, B2B alcohol sales) – Enhancement 

Cannabidiol/CBD (hemp derived) di minimis – Merchants selling CBD related products/services and are adhering to all relevant legal requirements2. CBD related sales must represent a minor portion of the merchants product/service offering or overall sales volume and should not be the merchant’s primary source of sales: – Enhancement 

o CBD topical products (e.g., oil, creams). 

Ingestible CBD products are prohibited. 

o CBD related services: Any service that includes topical CBD products (e.g., massages that 

include massage oil infused with CBD) 

o CBD related business: Any merchant that 

supports CBD related 

businesses/products/services (e.g., accredited 

university class on CBD, ticket seller selling 

access to a CBD-related event) 

2Including but not limited to Federal (e.g., Farm Bill, USDA,  FTC, FDA), State, and local law requirements in all 

Accounts receivable/billing companies (collecting non-charged off debt) 

Adult products or services (see also Adult products under Prohibited) such as: – Enhancement 

o Book stores, novelties, sex toys 

o Artistic/theatrical entertainment (e.g., ticket sales) 

o Artistic imagery containing graphic/nude 

content such as: websites/apps 

o *Dating services/apps (non-sexually 

oriented) – Enhancement 

*Cigars, CNP 

*Credit repair/restoration or card protection (including identity theft protection) 

Extended warranties (limited to extended warranty companies and products warranties exceeding 36 months) 

Government grants 

Medical benefit packages 

Multi-level marketing 

*Prescription drug sales (including veterinary drug sales), CNP 

Telemedicine (e.g., medical consultation from afar) – Enhancement 

*Timeshares, vacation clubs/memberships

 

Prohibited (not eligible for exception) 

Extremely Constrained (exceptions are rare) 

Restricted (possible exception eligible)

 

o CBD related products or services representing a material portion of the merchant’s sales or 

product offering. 

Collection agencies or firms involved in 

recovering/collecting charged off receivables 

Counterfeit goods/replicas (i.e., knock-offs, imitations, bootlegs) 

Cryptocurrency exchange (direct purchase) Decryption and descrambler products including but not limited to: 

o Mod chips 

o Cable box descramblers 

o IP masking services (if marketed for 

circumvention of geolocation) 

o Jammers or devices that are designed to block, jam or interfere with cellular and personal 

communication devices/signals 

Drug paraphernalia 

Fake references and other services/products that foster deception (including fake IDs and government documents, social media click farms, entities appearing as government agencies) 

Gambling (illegal), including but not limited to: o Illegal gambling, including illegal internet 

gambling 

o Bet or purchase of wagers/chips or other 

valuable used for illegal gambling 

o Illegal sports betting or odds making 

Note: Includes merchants without proper license(s) or operating from/servicing customers in prohibited 

states

jurisdictions where the product is produced, purchased and  shipped to.  

Crowdfunding 

Cruise lines (including travel related entities that own or lease ships to facilitate transportation of passengers) *Cryptocurrency related businesses (excluding cryptocurrency direct purchase) – Enhancement 

Debt consolidation and mortgage reduction/consulting services 

Essay mills/paper mills (i.e., ghostwriting services that sell essays, term papers, etc. with intent that the purchaser will submit documentation as their own) 

*File sharing services (including cyberlockers) Fireworks, CNP (e.g., firecrackers, aerial bombs, bottle rockets) New 

*Gambling (legal), including but not limited to: o Legal gambling, including legal internet 

gambling 

o Bet or purchase of wagers/chips or other 

valuable used for legal gambling 

o Lotteries (including state lotteries and lottery tickets) 

o Legal sports betting or odds making 

*Games of skill where participants receive cash or cash equivalents or prizes with/of material value (e.g., electronics, travel, gift card) including but not limited to the following: 

o *Fantasy sports leagues 

o *Other games of skill such as online games, 

arcade-style video gaming, or other competitive video/mobile gaming

 
 

Prohibited (not eligible for exception) 

Extremely Constrained (exceptions are rare) 

Restricted (possible exception eligible)

 

Illegal drugs, substances designed to mimic illegal drugs, and/or other psychoactive products (e.g., K2, salvia divinorum, nitrate inhalers, bath salts, synthetic cannabis, terpenes, herbal smoking blends, herbal incense, and HCG/HGH-like substances) 

Illegal products/services or any service providing peripheral support of illegal activities 

Intellectual property right violators 

Marijuana/cannabis related products and services1, (excluding sterilized hemp seeds or hemp textiles): – Enhancement 

o Marijuana products: Substances or chemicals that contain marijuana/cannabis or derivatives 

of marijuana/cannabis for human or animal use 

(e.g., oil, creams, patches, edible marijuana 

products) 

o Marijuana services: Any service that supports the marijuana industry (e.g., products used for 

growing marijuana, tickets for marijuana 

related trade-shows/events) 

o Marijuana related business: Any merchant that engages or participates in the growing, 

manufacturing, producing, distributing or 

selling marijuana or marijuana products 

Prescription drug products sold without a prescription (e.g., contact lenses, steroids) 

Products/services that promote hate, intolerance, violence, harassment, suicide, criminal activity or abuse Pyramid schemes (multi-level marketing) where revenue is primarily derived from recruitment of

Hazardous materials, CNP, including but not limited to: New 

o Hydrofluoric acid 

o Products containing cyanide 

o Prohibited ozone-depleting substances (ODS) – prohibited by EPA 

o Nitric Acid 

o Peptides, research chemicals 

o Bacteria cultures or other products containing E-coli or Escherichia coli 

Hemp (excluding sterilized hemp seeds or hemp textiles) – see marijuana and CBD 

Human body parts or bodily fluids (excluding hair, teeth) New 

International shipping/forwarding brokers 

Intravenous therapy (e.g., IV drip bar, vitamin infusions, hang over cures) New 

Loan/lines (unsecured) originating from non-bank lenders or non-FDIC/NCUA insured banks 

Mail order spouse and international match-making services 

Money Service Businesses (MSB)3 

Nutraceuticals (marketed with health or medical claims, frequently associated with weight loss, anti-aging, muscle building, sexual stimulants, detox products, colon cleansers, increased energy, teeth whitening, “brain boosters”, etc.) 

Payday/short term/title loans 

Pseudo pharmaceuticals or products presented as having pharmaceutical or therapeutic benefits

 
 

Prohibited (not eligible for exception) 

Extremely Constrained (exceptions are rare) 

Restricted (possible exception eligible)

 

members or with low retail sales to consumers in the  general public 

Tobacco products B2C, CNP (including cigarettes, vapes, e-juice, e-cigarettes/devices) 

Virtual currency that can be monetized, re-sold or converted to physical/digital goods/services or 

otherwise exit the virtual world 

Weapons, firearms and explosives, CNP, including but not limited to: 

o Firearms 

o Ammunition 

o Firearm parts 

o Other weapons such as crossbows, machetes, etc. 

o Explosives (e.g., black powder, explosive fuses, caps for toy guns) and information on how to make explosive devices Enhancement 

Weapons (3D printers) – Accessories/equipment or plans/programs for the creation of firearms using 3D printers 

1 This category for Canada is deemed Unqualified (extremely  constrained)

(marketed with health or medical claims, frequently  associated with weight loss, anti-aging, muscle building,  sexual stimulants, detox products, colon cleansers,  increased energy, teeth whitening, “brain boosters”, etc.) 

Security brokers, funding portals, and other similar investment entities 

*Tobacco products B2B, CNP (including cigarettes, vapes, e-juice, e-cigarettes/devices) 

3MSB activity is defined by the U.S. Department of  Treasury Financial Crimes Enforcement Network  

(FinCEN) (See 31 CFR 1010.100(ff)). It includes: 

Dealer in foreign exchange 

Check casher 

Issuer or seller of traveler’s checks or money 

orders. 

Provider of prepaid access (Note: Excludes 

closed loop prepaid access not to exceed $2,000 

max per device or vehicle on any day and, under 

certain conditions, open loop prepaid access not 

to exceed $1000 per day) 

Seller of prepaid access (Note: Exclusion if a) 

user’s ID is verified and b) controls prevent sale 

greater than $10K per person per day) 

Money transmitter 

U.S. Postal Service. 

Note: Closed-loop prepaid access includes gift 

cards, phone cards, subway cards, college 

campus cards, game cards and other limited 

use prepaid access devices when the value can 

exceed $2,000. Wire Transfer, Quasi-cash and

 

 

 

Prohibited (not eligible for exception) 

Extremely Constrained (exceptions are rare) 

Restricted (possible exception eligible)

   

Cash Advances (by non-financial institutions),  are generally deemed MSB activity. 

(Requires Enhanced Due Diligence under Wells  Fargo EDDC purview)

  
  1. Business Practices – Method, procedure, rules or practices employed or followed by merchants that Wells Fargo deems unqualified. 
 

Prohibited (not eligible for exception) 

Extremely Constrained (exceptions are rare) 

Restricted (possible exception eligible)

Business  

Practices

Activity prohibited by the Payment Networks Data pass (merchants up-selling or cross-selling products or other merchants and then sharing the cardholder data with the third party or receiving cardholder data from third parties) 

Deceptive marketing practices, including but not limited to: 

o Hidden disclosure 

o Bogus claims & endorsements 

o Pre-checked opt in boxes 

o Refund/Cancellation avoidance 

o Poorly disclosed negative options 

Ransom-like or extortion-like basis business model (e.g., mugshot removal) 

Tactics that evade Payment Network excessive chargeback monitoring programs

Bidding fee auctions (a/k/a penny auctions) Business/Investment opportunities designed to yield a high rate of return (e.g., real estate investments, education program materials) 

Substantial rebates or special incentives (e.g., free gift, prize, sweepstakes, or contest) as an inducement to purchase products/services 

Telemarketing companies involved with the following methods of operations: 

o Inbound telemarketing companies that 

receive calls as the result of post cards or 

similar mailings (as opposed to catalog or 

media advertising) 

o Selling products/services as an agent for a 

third party

Membership/Subscriptions in excess of one year with upfront payment 

*Negative option/auto-enrollment (often following a free trial or low cost offer) where the customer is subject to a recurring charge. Typically, customers are charged if they don’t return the merchandise or cancel their subscription by a predetermined deadline

  1. Business Characteristics – Specific attributes of a merchant that Wells Fargo deems unqualified as these may cause harm to cardholders and/or the payment ecosystem. 
 

Prohibited (not eligible for exception) 

Extremely Constrained (exceptions are rare) 

Restricted (possible exception eligible) 

Business  

Characteristi cs

Bearer share entities New 

Crowdfunding as a means to sell other 

products/services or raise funds for a pre-determined cause – Enhancement

Charities without 501 (c)(3) or equivalent status

 

Cross border acquiring – Businesses physically located outside the acquiring region as defined by the Payment Networks 

Doing business or providing services to OFAC restricted territories (without proper certifications) 

Foreign (non-US) financial institutions 

Shell banks New

Chargeback (Habitual, Elevated Chargeback Ratio) – Merchants meeting or exceeding “75/75” (75 

chargeback units and 75 basis points chargeback unit rate) for 6 months (in a rolling 8 month observation period) – Enhancement 

Doing business or providing services to OFAC restricted territories (with proper certifications) – Enhancement Foreign (non-US) government owned entities (partially or fully) 

Foreign (non-US) governments, including but not limited to: agency, consulate, embassy, foreign 

ministry, government pension funds, honorary consul, military, sovereign wealth fund, state-owned entity, trade office, or trust 

MATCH – Merchants listed on MATCH (excluding reason code 14 – ID Theft) – Enhancement 

Payment Network Sanctions – Merchants entering or residing in a fineable stage of the following Payment Network programs: 

o Chargeback related; or, 

o Reputation/brand related (e.g., Mastercard Business Risk Assessment and Mitigation 

Program (BRAM) and Visa Global Brand 

Protection Program (GBPP)). 

Third Party Payment Processors/Aggregators/Payment Service Companies (e.g., bill pay service, peer-to-peer payments, digital wallets, commissary accounts, disbursers) falling outside of Payment Network approved requirements